Replacement; Refund Sample Clauses

Replacement; Refund. In the event of any Recall or Seizure of Drug Product arising out of or resulting from FFFC’s supplying defective API or other breach of this Agreement by FFFC, FFFC shall, if and as elected by Cempra, and in addition to any other obligations of FFFC under the terms of this Agreement available to Cempra for any breach of this Agreement by FFFC, either: (a) promptly supply replacement API that meets the API Specifications and otherwise conforms to the warranty in Section 7.5, without charge to Cempra, in an amount sufficient to replace the amount of API needed to manufacture the Drug Product that is Recalled or Seized (including that amount of API incorporated into any Drug Products that are Recalled or Seized), or (b) refund to Cempra, or give credit to Cempra against outstanding receivables due from Cempra against the price of API to be delivered to Cempra in the future, in amounts equal to the price paid by Cempra to FFFC for the API needed to manufacture the amounts of Drug Product so Recalled or Seized (including that API incorporated in the Drug Product so Recalled or Seized) plus the reasonable, documented transportation costs incurred by Cempra and not recovered by Cempra in respect of such Recalled or Seized Drug Product.
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Replacement; Refund. The following additional rights will apply to a Permanent Engagement only: 6.1 If the Engagement terminates within 8 weeks of commencement of the Engagement other than by reason of redundancy the Company shall use all reasonable endeavours to find a replacement Candidate (“Replacement”) and shall not charge the Client a Fee upon commencement of the Replacement’s Engagement. 6.2 Subject to clause 6.3 and 6.4, if the Engagement terminates and the Candidate leaves within 8 weeks of commencement of the Engagement (other than by reason of redundancy) and no Replacement can be identified by the Company within 4 weeks thereof, the Client shall receive a credit note equal to 25% of the Fees (the “Refund”). 6.3 In order to qualify for the Replacement outlined in clause 6.1 or the Refund outlined in clause 6.2, the Client must: a) comply with clause 3.1; b) pay the Company’s fees within 14 days of the date of the Invoice; and c) notify the Company in writing of the termination of the Engagement within 7 days of its termination. 6.4 In circumstances where any of clause 3.2(ii), 3.2(b). or 6.1 apply there shall be no entitlement to a Refund.
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Replacement; Refund. In the event of any Recall or Seizure of Final Product, i) if such Recall or Seizure of Final Product is [ ] arising out of or resulting from [ ], STA shall, in addition to the obligations of STA under this Agreement, and [ ], reimburse FibroGen for: [ ]; and ii) if such Recall or Seizure of Final Product is arising out of or resulting from [ ], STA shall, in addition to the obligations of STA under this Agreement, and [ ], be responsible to reimburse FibroGen [ ].
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Replacement; Refund. In the event of any Recall or Seizure of Final Product arising out of or resulting from Lonza's supplying defective Bulk Product Component or other breach of this Agreement by Lonza, Lonza shall, at the election of Altus, and in addition to the obligations of Lonza under Article 3 and the other terms of the Agreement, either: (i) supply replacement Bulk Product Components that meet the applicable Bulk Specifications, without charge to Altus, in an amount sufficient to replace the amount of each of the Bulk Product Components needed to manufacture the Final Product that is Recalled or Seized (including that amount of Bulk Product Components incorporated into Final Products Recalled or Seized), or Execution Original PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (ii) refund to Altus, or give credit to Altus against outstanding receivables due from Altus against the price of Bulk Product Component to be delivered to Altus in the future, in amounts equal to the price paid by Altus to Lonza for the Bulk Product Components needed to manufacture the Final Product so Recalled or Seized (including that Bulk Product Components incorporated in Final Product so Recalled or Seized) plus the reasonable transportation costs incurred by Altus and not recovered by Altus in respect of such Recalled or Seized Final Product.
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Replacement; Refund. If such a claim is made or appears possible, NCCD may, using reasonable business judgment, either secure Customer’s right to continue to use SafeMeasuresB by modifying or replacing the portion of SafeMeasuresB that is the basis for the claim so that such portion of SafeMeasuresB is no longer infringing, or NCCD may provide Customer with a credit equal to the portion of previously paid Reporting Service Fee prorated to the remainder of the Term or Renewal Term of the Agreement.
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Replacement; Refund. The cost of any Recall shall be borne by FibroGen, and FibroGen shall reimburse Catalent for expenses incurred in connection with any Recall, in each case except to the extent such Recall is caused by Catalent's breach of its manufacturing obligations under this Agreement or Catalent's violation of Applicable Laws or its negligence or willful misconduct, in which case Catalent shall bear [ ].
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Replacement; Refund. In the event of any recall or seizure of Product arising out of or resulting from FAI's failure to manufacture a Product in accordance with reasonable expectations in following the master batch record, Specifications and GMP, FAI shall, at the election of SYNOVICS, either: (i) supply conforming replacement Product, without charge to SYNOVICS (provided SYNOVICS has already paid for the quantity of Product being replaced), in an amount sufficient to replace the amount of the Product required to manufacture the Product recalled or seized, or (ii) refund to SYNOVICS, or give credit to SYNOVICS against outstanding receivables due from SYNOVICS against the price of the same Product to be delivered to SYNOVICS in the future, in amounts equal to the price paid by SYNOVICS to FAI for the Product required to manufacture the Product so recalled or seized, plus the reasonable transportation costs incurred by SYNOVICS and not recovered by SYNOVICS in respect of such recalled or seized Product.
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Replacement; Refund. Upon delivery of the Product, Purchaser shall have [**] to inspect the Product and shall notify NEB in writing of any defect or non-conformity. Should no such notice be provided by Purchaser, the Products shall be deemed accepted, unless a defect or non-conformity which could not have been reasonably detected upon diligent inspection of the Product is found thereafter, in which case a warranty claim may be made during the applicable valid warranty period pursuant to Section 6.3. Upon a non-conformity or defect being reported, NEB shall organize the replacement of the non-conforming Products, at NEB’s expense. The return or destruction of non-conforming Products shall be organized and paid for by NEB and at NEB’s discretion. Should the parties disagree on the conformity of a Product with its specifications, the Parties shall hire, upon mutual agreement, an external neutral consultant to assess said Products and their conformity with the required specifications. The findings of such consultant shall be binding upon the Parties and the expenses of the consultant shall be paid by the losing Party, as well as the fees for stocking of the alleged non-conforming Products.
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Related to Replacement; Refund

  • Replacements and Replacement Reserve Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.3 of the Mortgage Loan Agreement. In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents, (1) (i) Mortgage Borrower is required to maintain the Replacement Reserve Fund pursuant to the terms of Section 7.3 of the Mortgage Loan Agreement, but Mortgage Lender waives such requirement, (ii) Mortgage Borrower is no longer required pursuant to the terms of the Mortgage Loan Agreement to maintain the Replacement Reserve Fund or (iii) the Mortgage Loan has been repaid in full, and (2) (i) Mezzanine A Borrower is required to maintain the Replacement Reserve Fund pursuant to the terms of Section 7.3 of the Mezzanine A Loan Agreement, but Mezzanine A Administrative Agent waives such requirement, (ii) Mezzanine A Borrower is no longer required pursuant to the terms of the Mezzanine A Loan Agreement to maintain the Replacement Reserve Fund (other than as expressly contemplated under the terms of the Mezzanine A Loan Agreement) or (iii) the Mezzanine A Loan has been repaid in full, then (A) Administrative Agent shall have the right to require Borrower to establish and maintain a reserve account that would operate in the same manner as the Replacement Reserve Fund pursuant to Section 7.3 of the Mortgage Loan Agreement, and (B) the provisions of Section 7.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

  • Replacement Reserve Fund Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

  • Replacement Parts Warranty If during the regular or extended warranty period’s faults develop, the Contractor shall promptly repair or, upon demand, replace the defective unit or component part affected. All costs for labor and material and transportation incurred to repair or replace defective Product during the warranty period shall be borne solely by the Contractor, and the State or Authorized User shall in no event be liable or responsible therefor. Any part of component replaced by the Contractor under the Contract warranty shall be replaced at no cost to the Authorized User and guaranteed for the greater of: a) the warranty period under paragraph (d) above; or b) if a separate warranty for that part or component is generally offered by the manufacturer, the standard commercial warranty period offered by the manufacturer for the individual part or component.

  • Replacement of Lost Investments In the event of a loss of Investments for which the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss, or, if less, such other amount as shall be agreed by the parties as the date for settlement.

  • Replacement Provider In the event the Agreement (or any portion thereof) is terminated in accordance with this Article II, the Sellers shall be responsible for engaging one or more qualified replacement providers of the Services of the Serviced Appointments that are subject to such termination (each, a “Replacement Provider”), which may be any Seller, any other member of the Seller Group or any third party acceptable to the Sellers. Upon request by the Sellers, the Purchasers shall provide the Sellers with reasonable assistance in marketing the Services subject to such termination to potential third party Replacement Providers, including by providing any information reasonably requested by the Sellers; provided, that any potential third party Replacement Provider shall have executed a customary confidentiality agreement before any confidential information of the Purchasers is disclosed by the Sellers to such potential third party Replacement Provider.

  • Replacement of a Lender In the event any Lender (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (iii) is a Defaulting Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights (other than existing rights to payments pursuant to Sections 5.8 [Increased Costs] or 5.9 [Taxes]) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns]; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

  • Replacement The term “

  • Replacement of Warrant On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

  • Replacement Parts Replacement parts for goods purchased by Buyer are for the purpose of this Section defined as “Parts” (and are also considered “goods” under this Order). Unless specified otherwise by Buyer in writing, Supplier shall provide Parts (or upon Buyer’s written consent, an alternative replacement part that provides the same form, fit and function as the Part(s)) for a period of twenty (20) years after production of the goods (into which the applicable Parts are incorporated) ceases. Supplier shall continue to supply such Parts past the twenty (20) year period if Buyer orders at least twenty (20) Parts per year during such twenty-year period. The prices for any Parts purchased in the first two (2) years of the twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set up charges shall be permitted by Supplier or paid by Xxxxx during this two-year period. Thereafter, the prices for Parts shall be negotiated based on Supplier’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the twenty-year period, Supplier shall continue to maintain in good working condition all Supplier-owned tooling required to produce the Parts and shall not dispose of such tooling without offering Buyer the right of first refusal to purchase such tooling.

  • Disbursements from Replacement Reserve Account (a) Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or for costs which are to be reimbursed from the Required Repair Fund (if any). (b) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 7.3.2, disburse to Borrower amounts from the Replacement Reserve Account necessary to pay for the actual approved costs of Replacements or to reimburse Borrower therefor, upon completion of such Replacements (or, upon partial completion in the case of Replacements made pursuant to Section 7.3.2(f)) as determined by Lender. In no event shall Lender be obligated to disburse funds from the Replacement Reserve Account if a Default or an Event of Default exists. (c) Each request for disbursement from the Replacement Reserve Account shall be in a form specified or approved by Lender and shall specify (i) the specific Replacements for which the disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement includes the purchase or replacement of specific items, (iii) the price of all materials (grouped by type or category) used in any Replacement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement for which such request for disbursement is made. With each request Borrower shall certify that all Replacements have been made in accordance with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the Property to which the Replacements are being provided and, unless Lender has agreed to issue joint checks as described below, each request shall include evidence of payment of all such amounts. Each request for disbursement shall include copies of invoices for all items or materials purchased and all contracted labor or services provided. Except as provided in Section 7.3.2(e), each request for disbursement from the Replacement Reserve Account shall be made only after completion of the Replacement for which disbursement is requested. Borrower shall provide Lender evidence of completion satisfactory to Lender in its reasonable judgment. (d) Borrower shall pay all invoices in connection with the Replacements with respect to which a disbursement is requested prior to submitting such request for disbursement from the Replacement Reserve Account or, at the request of Borrower, Lender will issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with a Replacement. In the case of payments made by joint check, Lender may require a waiver of lien from each Person receiving payment prior to Lender's disbursement from the Replacement Reserve Account. In addition, as a condition to any disbursement, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who receives payment in an amount equal to or greater than $100,000 for completion of its work or delivery of its materials. Any lien waiver delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, in the event that payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request). (e) If (i) the cost of a Replacement exceeds $100,000, (ii) the contractor performing such Replacement requires periodic payments pursuant to terms of a written contract, and (iii) Lender has approved in writing in advance such periodic payments, a request for reimbursement from the Replacement Reserve Account may be made after completion of a portion of the work under such contract, provided (A) such contract requires payment upon completion of such portion of the work, (B) the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (C) all other conditions in this Agreement for disbursement have been satisfied, (D) funds remaining in the Replacement Reserve Account are, in Lender's judgment, sufficient to complete such Replacement and other Replacements when required, and (E) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. (f) Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar month and (except in connection with the final disbursement) the total cost of all Replacements in any request shall not be less than $5,000.00.

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