Replacement Right Clause Samples

A Replacement Right clause grants one party the ability to substitute a product, service, or individual with another of equivalent or agreed-upon quality and specifications. In practice, this clause is often used in supply or service agreements, allowing a supplier to provide a replacement item if the original is defective, unavailable, or otherwise unsuitable, or permitting an employer to replace a designated employee assigned to a project. The core function of this clause is to ensure continuity and flexibility in contractual performance, minimizing disruptions and addressing issues that may arise from non-performance or unavailability.
Replacement Right. Until [*****], subject to the composition restrictions under Section 3.2, the clearance mechanism under Section 3.4 and, if applicable, Section 3.5.1, and subject to Sections 2.1.3 and 2.1.4 with respect to the LNP Technology, GSK has the right to replace any of the then-current Products with a CureVac mRNA-Based vaccine or CureVac mRNA-Based Antibody that consists of a different primary Antigen or primary Antibody respectively, and which may target a different Pathogen or combination of Pathogens, other than an Excluded Pathogen ("Replacement Right"), provided that GSK may exercise its Replacement Right a maximum of [*****] times. GSK may replace a Product with (i) a new CureVac mRNA-Based vaccine or CureVac mRNA-Based Antibody (including for the same Pathogen or combination of Pathogens, but with a different primary Antigen or primary Antibody), or (ii) a CureVac mRNA-Based vaccine or CureVac mRNA-Based Antibody which is, at the time when GSK exercises its Replacement Right, under development by CureVac outside the scope of this Agreement (each, a "Replacement Product"). For the purposes of this Section 3.6, "under development by CureVac" shall mean that CureVac has generated Proof of Concept Data with respect to the Replacement Product.
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Replacement Right. ▇▇▇ reserves the right to replace ▇▇▇’ staff, contractors or subcontractors for performing the Services at any time during the Service Term without giving notice to the Customer.
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Replacement Right. If, after reasonable consultation, ViaSat and Loral are unable to reach agreement concerning the terms and conditions of their joint financial participation in a satellite to replace the Satellite before the end of its useful life, ViaSat shall have the right (but not the obligation) to purchase the Loral Payload from Loral (at no cost) and replace the Loral Payload with an alternative payload on an alternate satellite (“Alternate Satellite”) with equal or better capacity and coverage as the Loral Payload (“Substitute Payload”) with reasonably minimal interruption in service or changeover costs to Loral or its customers. ViaSat shall provide the Substitute Payload for use by Loral through the projected End of Life of the Satellite (“Original Satellite Life”) at no additional cost to Loral on terms and conditions that preserve for Loral benefits equivalent to those contemplated by this Agreement, including without limitation its rights under Section 7.1. ViaSat shall provide Loral with access to the Substitute Payload for the life of the Alternate Satellite beginning after the Original Satellite Life (such period referred to herein as the “Follow On Period”) on terms and pricing consistent with Article 3 above, with appropriate reduction in price to reflect the shorter duration of the Follow On Period. Loral shall (at ViaSat’s expense) cooperate, as ViaSat shall reasonably request, in all necessary or appropriate regulatory actions and proceedings to effectuate the foregoing.
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Replacement Right. ELAN shall have the right at any time during the Research Program Term to propose that any additional Target that ELAN reasonably believes based on published literature or proprietary data is useful within the Target Selection Field and that is not an Excluded Target replace a Program Target, by providing written notice to ARCHEMIX. ARCHEMIX shall accept or refuse the additional Target within [***] days after receipt of such notice from ELAN. A Target proposed by ELAN for inclusion in the Research Program shall only be refused by ARCHEMIX in good faith, and only if: (1) it is an [***], (2) ARCHEMIX is prohibited by an executed contract from licensing Aptamers against such Target to ELAN, subject to the procedure set forth in the definition of ARCHEMIX Decision (Section 1.16(e)), (3) ARCHEMIX is in active negotiations, as[***] by [***] with a Third Party with respect to a license, collaboration or similar agreement relating to Aptamers against such Target, 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 406 of the Securities Act.
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Replacement Right. JOS reserves the right to replace ▇▇▇’ staff, contractors or subcontractors for performing the Services at any time during the Service Term without giving notice to the Customer.
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Related to Replacement Right

  • Displacement Rights Regular classified employees in positions which have been eliminated or reduced in hours shall have the right to displace the least senior employee in their classification whose assignment most closely approximates their own hours per day and days per work year. If there is no least senior employee in the same classification employees may displace the least senior employee in the next lower classification in which they have served as either a probationary or permanent employee and have greater classification seniority than the least senior employees. In the event of an employee having the option of exercising their displacement rights, the following displacement procedure will clarify the language in 15.5 and be applied as the displacement procedure. The steps will be taken in numerical order. 15.5.1 An employee whose position is eliminated or reduced shall first be placed in a vacant position with an equal assignment in the same classification when compared with the employee’s current position. 15.5.2 If the previous option is unavailable, the employee shall be placed in a vacant position that has additional assigned time in the same classification when compared with the employee’s current position. 15.5.3 If the previous option is unavailable, the employee shall have the right to displace the least senior employee in the same classification whose assignment is equal in hours per day and days per work year. 15.5.4 If the previous option is unavailable, the employee shall have the right to displace the least senior of the less senior employees in their classification whose assignment most closely approximates the employee’s own hours per day and days per work year. This assignment may hold more hours or fewer hours than the employee’s current position. If there are two positions in option 4 above, whose hours equally approximate the employee’s current position, one with more hours and one with less, the employee will have the right to the position held by the least senior employee regardless of the number of hours of the position. 15.5.5 If the previous option results in the elimination of the employee’s current Health and Welfare benefits, as an alternative, the employee shall also have the option of bumping into an equal or lower classification, which they previously held as a classified employee, for the purpose of non-elimination of Health and Welfare benefits. The employee will repeat the sequence of options 1-4, outlined in this rule for equal or lower classification.

  • 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 of the Warrant Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

  • Replacement of Warrants Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

  • Replacement Warrants If any mutilated Warrant is surrendered to the Warrant Agent or the Company and the Warrant Agent receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, the Company shall issue and the Warrant Agent, upon receipt of a Warrant Countersignature Order, shall countersign a replacement Warrant if the Warrant Agent's requirements are met. If required by the Warrant Agent or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Warrant Agent and the Company to protect the Company, the Warrant Agent, any Agent and any agent for purposes of the countersignature from any loss that any of them may suffer if a Warrant is replaced. The Company may charge for its expenses in replacing a Warrant. Every replacement Warrant is an additional warrant of the Company and shall be entitled to all of the benefits of this Warrant Agreement equally and proportionately with all other Warrants duly issued hereunder.