Returns and Settlement of Claims Sample Clauses

Returns and Settlement of Claims. Cayman shall be obliged to respond in writing to Aerie accepting or refusing a rejection notice from Aerie within thirty (30) days from the date of receipt of such rejection notice in accordance with Section 3.3, above. In case of disagreement between the Parties, the claim shall be submitted for tests and decision to an independent testing organization which meets appropriate GMP or consultant of recognized repute within the United States or EU pharmaceutical industry mutually agreed upon by the Parties (or, in the absence of such agreement, nominated by the President of the International Chamber of Commerce or his 10 designee upon the application of either Party) (hereinafter referred to as the “Laboratory”), the appointment of which shall not be unreasonably withheld or delayed by either Party. The determination of such entity with respect to all or part of any shipment of Product shall be final and binding upon the Parties. The fees and expenses of the Laboratory making such determination shall be paid by the Party against which the determination is made (i.e., the Party whose argument is rejected by the Laboratory). Product accepted by Cayman as not meeting the applicable requirements and Specifications or so decided by the Laboratory shall be returned by Aerie to Cayman at Cayman’s expense. Cayman shall use its best efforts to replace the quantities of Product returned by Aerie within the shortest possible time, but no later than one hundred twenty (120) days from the return of such quantities unless mutually agreed upon by the Parties (e.g., if a Batch of Product is already underway in the Facility, such agreement shall not be unreasonably withheld). The replacement of returned Product shall be scheduled in such a way as to minimize the impact upon Cayman’s obligations for timely fulfillment and delivery of other Product ordered for shipment. Without limiting the remedies of Aerie, if Cayman fails to replace returned Product within one-hundred and fifty (150) days from the date Product is returned to Cayman, unless mutually agreed as stated above, Aerie shall have the right (i) to cancel such replacement shipment by written notice to Cayman, (ii) to reclaim immediately (either through refund or setoff, at Cayman’s option) the amounts paid pursuant to Section 2.6 above for the Product that was returned but not replaced, if such payment for such Product had already been made to Cayman accordingly, or (iii) or to have Cayman reprocess the material foll...
Sample 1
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Returns and Settlement of Claims. Spolana shall be obliged to respond in writing to Vivus accepting or refusing a rejection notice from Vivus [*] from the date of receipt of such rejection notice in accordance with Section 3.3 above. In case of a disagreement between the parties, the claim shall be submitted for tests and decision to an independent testing organization which meets appropriate GMP or consultant of recognized repute within the United States pharmaceutical industry mutually agreed upon by the parties (the "Laboratory"), the appointment of which shall not be unreasonably withheld or delayed by either party. The determination of such entity with respect to all or part of any shipment of Product shall be final and binding upon the parties. The fees and expenses of the Laboratory making such determination shall be paid by the party against which the determination is made (i.e., the party whose argument is rejected by the Laboratory). Products accepted by Spolana as not meeting the applicable requirements and Specifications or so decided by the Laboratory shall be returned by Vivus to Spolana. Spolana shall use its best efforts to replace the quantities of Product returned by Vivus within the shortest possible time, [*] from the return of such quantities. The replacement of returned Product shall have priority over the supply of Product ordered for shipment, [*] or any time after the return of the rejected quantity to Spolana. Without limiting the remedies of Vivus, if Spolana fails to replace returned Product within [*] days from the date Product is returned to Spolana, Vivus shall have the right (i) to cancel such replacement shipment by written notice and (ii) to reclaim immediately (either through refund or setoff, at Vivus' discretion) the amounts paid pursuant to Section 2.7 above for the Product that was returned but not replaced, if such payment for such Product had already been made to Spolana.
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Returns and Settlement of Claims. Supplier shall use its best efforts to replace Products properly rejected by HUMACYTE within the shortest possible time, but no later than [***] from the date Supplier accepts a rejection notice or the date the Laboratory determines the Product was properly rejected (the “Confirmed Rejection Date”). If Supplier fails to replace rejected Products within [***] from the Confirmed Rejection Date, HUMACYTE shall have the right (i) to cancel such replacement shipment by written notice and (ii) [***].
Sample 1
Returns and Settlement of Claims. If the Expert or Oakwood confirms that any Product does not conform to the Product Warranty, except to the extent such Product’s failure to conform to the Product Warranty is due to (a) the failure of Edge Materials supplied by Edge to conform with the applicable Edge Materials Specifications and such nonconformity of such Edge Materials was not detected by Oakwood or (b) the acts or omissions of Edge, Oakwood, at Edge’s option, promptly shall (i) supply Edge with a conforming quantity of Product at Oakwood’s expense or (ii) reimburse Edge for the Purchase Price paid by Edge with respect to such nonconforming Product if already paid. In addition, Oakwood promptly shall reimburse Edge for all amounts paid by Edge to Oakwood with respect to the nonconforming Product and the Replacement Cost of Edge Materials incorporated into such nonconforming Product, and returns, destruction and, subject to Section 3.8, any Recall of the nonconforming Product, which costs Edge shall have the right to offset against any payments otherwise owed by Edge to Oakwood under this Agreement. [**] Material omitted and separately filed with the Commission under a request for confidential treatment.
Sample 1
Returns and Settlement of Claims. Supplier shall use its best efforts to replace Product rejected by the Ordering Entity within [***], but no later than [***] from the date Supplier determines that the returned Product did not meet the Product Warranties at the time they were shipped or the date the Laboratory determines the Product was properly rejected (the “Confirmed Rejection Date”). A credit will be issued if the rejected Product cannot be replaced in [***].
Sample 1

Related to Returns and Settlement of Claims

  • Settlement of Claims The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

  • Claims and Settlements Each party shall, within five (5) days after the making of any claim under the Bond, provide UMB Fund Services, Inc. (“UMBFS”) with written notice of the amount and nature of such claim, and UMBFS will provide written notice to all other parties within five (5) days of receipt. Each party shall, within five (5) days of the receipt thereof, provide UMBFS with written notice of the terms of settlement of any claim made under the Bond by such party, and UMBFS will provide written notice to all other parties within five (5) days of receipt. In the event that two or more parties shall agree to settlement with the fidelity company of a claim made under the Bond with respect to a single loss, such parties shall, within five days after settlement, provide UMBFS with written notice of the amounts to be received by each claiming party under Section 4 hereof, and UMBFS will provide written notice to all other parties within five (5) days of receipt. The officer(s) of the respective parties designated as responsible for filing notices required by paragraph (g) of the Rule 17g-1 under the Act shall give and receive any notice required hereby.

  • Defense and Settlement of Third Party Claims (i) The Indemnifying Person shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to assume the defense of the Indemnified Person against the Third-Party Claim specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against any Third-Party Claim, the Indemnifying Person shall have the right to defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third-Party Claim; provided, however, that no such prior written consent of the Indemnified Person shall be required to any proposed settlement that involves only the payment of money by the Indemnifying Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability to all Indemnified Parties with respect to such claim; such proposed settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no injunctive or equitable is entered against any Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement does not include any admission of culpability.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Payment of Claims A. If advance payment of all or a portion of the Grant funds is permitted by statute or regulation, and the State agrees to provide such advance payment, advance payment shall be made only upon submission of a proper claim setting out the intended purposes of those funds. After such funds have been expended, Grantee shall provide State with a reconciliation of those expenditures. Otherwise, all payments shall be made thirty five (35) days in arrears in conformance with State fiscal policies and procedures. As required by IC § 4-13-2-14.8, all payments will be by the direct deposit by electronic funds transfer to the financial institution designated by the Grantee in writing unless a specific waiver has been obtained from the Indiana Auditor of State.

  • Adjustment of Claims Tenant shall cooperate with Landlord and Landlord’s insurers in the adjustment of any insurance claim pertaining to the Building or the Project or Landlord’s use thereof.

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Release of Pre-Distribution Claims (a) Except (i) as provided in Section 8.1(b), (ii) as may be otherwise expressly provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this Article VIII, each Party, for itself and each member of its respective Group, their respective Affiliates and all Persons who at any time prior to the Relevant Time were directors, officers, agents or employees of any member of their Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, do hereby remise, release and forever discharge the other Parties and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Relevant Time were shareholders, directors, officers, agents or employees of any member of such other Parties (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Relevant Time, including in connection with the Plan of Separation and all other activities to implement the Distributions and any of the other transactions contemplated hereunder and under the Ancillary Agreements.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

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