Resolution and Resumption of Supply Sample Clauses

Resolution and Resumption of Supply. (i) Parent will notify SpinCo in writing when the underlying issue causing the Major Supply Failure is remedied and Parent is able to recommence its manufacture and supply of the Product SKUs affected by such Major Supply Failure. (ii) Effective as of the ninetieth (90th) day following such notice from Parent, SpinCo will be subject to the Purchase Commitments described in Section 2.2(a)(ii) (or Termination Purchase Commitments, as applicable) with respect to such affected Product SKUs, subject to Section 6.4(d)(iii). (iii) Within thirty (30) days after Parent’s notice that the underlying issue is remedied, SpinCo shall submit to Parent an updated Rolling Forecast for the period starting on the ninetieth (90th) day following such notice from Parent (the “Updated Forecast”), provided that such Updated Forecast shall include the period starting on such day and ending twenty-four (24) months thereafter. Such Updated Forecast shall be consistent with the Purchase Commitment in Section 2.2(a)(ii) (or Termination Purchase Commitments, as applicable) and Allowable Purchase Cap in the Fiscal Year during which the applicable Major Supply Failure occurred, in each case reduced pro rata to account for the portion of the applicable Fiscal Year (or Termination Year, as applicable) during which Purchase Commitments (or Termination Purchase Commitments, as applicable) were not in effect. If such Updated Forecast is consistent with the Yearly Base Forecast for such Fiscal Year for the applicable Months remaining in such Fiscal Year, then there will be no change to the then-current price list set forth on Exhibit D and the Yearly Base Forecast will stay in place and be unmodified going forward. If such Updated Forecast is not consistent with the Yearly Base Forecast for such Fiscal Year for the applicable Months remaining in such Fiscal Year (or if the applicable Yearly Base Forecast did not include the applicable Product SKU(s) because the Major Supply Failure commenced prior to submission of the Yearly Base Forecast), then the Yearly Base Forecast will be deemed to be modified as set forth in such Updated Forecast, and Parent shall thereafter update the price list set forth on Exhibit D to reflect any changes to the pricing for each Product SKU based on such Updated Forecast and the Accounting Principles, and shall submit such updated price list to SpinCo no later than the sixtieth (60th) day following such notice from Parent. Such updated price list shall be deemed to b...
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Related to Resolution and Resumption of Supply

  • Cessation and Resumption of Work 24.15.1 At the time employees cease work due to inclement weather the employer or the employers representative on site and the employee’s representative shall agree and note the time of cessation of work. 24.15.2 After the period of inclement weather has clearly ended the employees shall resume work and the time shall be similarly agreed and noted.

  • Governing Law and Resolution of Disputes 14.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China. 14.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on all Parties. 14.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

  • COMPLAINTS HANDLING AND RESOLUTION 44.1 The Supplier shall notify the Authority of any Complaints made by Other Contracting Bodies, which are not resolved by operation of the Supplier's usual complaints handling procedure within five (5) Working Days of becoming aware of that Complaint and such notice shall contain full details of the Supplier's plans to resolve such Complaint. 44.2 Without prejudice to any rights and remedies that a complainant may have at Law, including under this Framework Agreement or a Call-Off Contract, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Contract, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the Complaint fully, expeditiously and fairly. 44.3 Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a Complaint to the Authority, including details of steps taken to achieve its resolution.

  • Resolution of Discrepancies In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.

  • Pricing Instrument; Execution and Incorporation of Terms The parties hereto will enter into this Indenture by executing the Pricing Instrument. By executing the Pricing Instrument, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust hereby agree that the Indenture will constitute a legal, valid and binding agreement between the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust. All terms relating to the Trust or the Notes not otherwise included herein will be as specified in the Pricing Instrument or Pricing Supplement, as indicated herein.

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

  • Resolution of Disagreements Disputes arising under this Agreement will be resolved informally by discussions between Agency Points of Contact, or other officials designated by each agency.

  • Resolution of Differences Differences between the Employer and the Union as to the interpretation or application of the provisions of the Trust Agreement relating to employee benefits shall not be subject to the grievance or arbitration procedure established in any collective bargaining agreement. All such differences shall be resolved in the manner specified in the Trust Agreement.

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Suspension and termination of procedure 1. The disputing Parties may agree to suspend the work of the Panel at any time for a period not exceeding 12 months following the date of such agreement. In any event, if the work of the Panel has been suspended for more than 12 months, the authority of the Panel shall lapse, unless the disputing Parties agree otherwise. If the authority of the Panel lapses and the disputing Parties have not reached an agreement on the settlement of the dispute, nothing in this Article shall prevent a Party from requesting a new proceeding regarding the same matter. 2. At any time prior to the release of the Panel report, the Parties may agree to terminate the procedures before a Panel by jointly notifying the chair of the Panel on this respect.

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