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Supply Problems Sample Clauses

Supply Problems. If Arena does not deliver any material amount of Product ordered by Eisai under a Purchase Order complying with the terms of Section 4.4 or by any Designated Distributor under a Purchase Order complying with the terms of the applicable Third Party Distributor Agreement assigned to Eisai (other than amounts that are Excess Orders) by the date 10 days after the confirmed delivery date, Arena shall thereafter use good faith diligent efforts to deliver such amount as soon as possible; provided that in no event shall Arena be obligated to deliver any amounts after the expiration of the Term; and provided further that delivery of at least […***…]% of Product ordered in any such Purchase Order by such date will be deemed complete satisfaction of the amount of Product ordered. Further, if, due to Arena not supplying to Eisai or a Designated Distributor amounts of Product by the applicable confirmed delivery date(s) under a Purchase Order complying with the terms of Section 4.4 or the Third Party Distributor Agreement assigned to Eisai (other than amounts that are Excess Orders), there is a back-order of more than 20 days under pending Purchase Orders of more than 25% of the amount of Product ordered by Eisai or the Designated Distributor pursuant to such Purchase Orders (without regard to whether a Force Majeure Event has caused such supply delays), then the Parties shall meet as soon as practicable to discuss the situation and seek to find resolution, and in any event Arena shall continue to use good faith diligent efforts to deliver to Eisai or the applicable Designated Distributor such back-ordered amounts of Product as soon as possible. Eisai will continue to order all its requirements for supply by Arena, in accordance with the supply commitments of this Agreement. For purposes of this Section 8.1, delivery of any quantity of Non-Conforming Product shall be deemed a failure to supply such quantity of Product by the confirmed delivery date if Eisai or a Designated Distributor has timely given Arena notice of such failure under the terms of Section 6.5.
Supply ProblemsIn the event Alpex is not able to supply Finished Product timely forecast and ordered by Company, Alpex will pay to Company an amount equal to the actual documented penalties (but not the lost profits) charged by the customers for late deliveries from Alpex but in no event more than one hundred percent (100%) of the amount Alpex would have been entitled to hereunder for the Finished Products for which such penalty is incurred; provided, however, that Company will use commercially reasonable efforts to minimize the amount of such penalties. If Alpex’s inability to manufacture or deliver sufficient amounts of Finished Product to Company as described in this Section 4.6 continues for a period of one hundred twenty (120) days or more, Company may terminate this Agreement with respect to such Finished Product by notice in writing to Alpex.
Supply ProblemsIn the event Rechon is not able to supply Finished Product timely forecast and ordered by Dance, Rechon will pay to Dance an amount equal to the actual documented penalties (but not the lost profits) charged by the customers for late deliveries from Rechon but in no event more than one hundred percent (100%) of the amount Rechon would have been entitled to hereunder for the Finished Products for which such penalty is incurred; provided, however, that Dance will use commercially reasonable efforts to minimize the amount of such penalties. If Rechon fails to supply products due to late supply of API or Primary Packaging material, timely forecasts and orders by Dance, Rechon will be held harmless for any penalties.
Supply Problems. (a) If Arena does not deliver any material amount of Finished Product ordered by Eisai under a Purchase Order complying with the terms of Section 6.2 (other than amounts that are Excess Orders) by the date 10 days after the confirmed delivery date, Arena shall thereafter use good faith diligent efforts to deliver such amount as soon as possible. Further, if, due to Arena not supplying to Eisai amounts of Finished Product by the applicable confirmed delivery date(s) under a Purchase Order complying with the terms of Section 6.2 (other than amounts that are Excess Orders), there is a back-order of more than twenty days under pending Purchase Orders of more than 25% of the amount of Finished Product ordered by Eisai pursuant to such Purchase Orders (without regard to whether a Force Majeure event has caused such supply delays), then the Parties shall meet as soon as practicable to discuss the situation and seek

Related to Supply Problems

  • Problems To endeavour to resolve in a fair and just manner any problems, grievances or difficulties which may be encountered while you volunteer with us;

  • Problem Solving Employees and supervisors are encouraged to attempt to resolve on an informal basis, at the earliest opportunity, a problem that could lead to a grievance. If the matter is not resolved by informal discussion, or a problem-solving meeting does not occur, it may be settled in accordance with the grievance procedure. Unless mutually agreed between the Employer and the Union problem-solving discussions shall not extend the deadlines for filing a grievance. The Union Xxxxxxx or in their absence, the Local Union President, or Area Xxxxxxx, or Chief Xxxxxxx, either with the employee or alone, shall present to the appropriate supervisor a written request for a meeting. If the supervisor agrees to a problem- solving meeting, this meeting shall be held within fourteen (14) calendar days of receipt of the request. The supervisor, employee, Union Xxxxxxx, and up to one (1) other management person shall attempt to resolve the problem through direct and forthright communication. If another member of management is present that person will not be hearing the grievance at Step Two, should it progress to that Step. The employee, the Union Xxxxxxx or in their absence, the Local Union President, or Area Xxxxxxx, or Chief Xxxxxxx, may participate in problem-solving activities on paid time, in accordance with Article 31, Union Rights, Section 1H.

  • Interoperability To the extent required by applicable law, Cisco shall provide You with the interface information needed to achieve interoperability between the Software and another independently created program. Cisco will provide this interface information at Your written request after you pay Cisco’s licensing fees (if any). You will keep this information in strict confidence and strictly follow any applicable terms and conditions upon which Cisco makes such information available.

  • Service Level Expectations Without limiting any other requirements of the Agreement, the Service Provider shall meet or exceed the following standards, policies, and guidelines:

  • SAVINGS/FORCE MAJEURE A Force Majeure occurrence is an event or effect that cannot be reasonably anticipated or controlled and is not due to the negligence or willful misconduct of the affected party. Force Majeure includes, but is not limited to, acts of God, acts of war, acts of public enemies, terrorism, strikes, fires, explosions, actions of the elements, floods, or other similar causes beyond the control of the Contractor or the Commissioner in the performance of the Contract where non- performance, by exercise of reasonable diligence, cannot be prevented. The affected party shall provide the other party with written notice of any Force Majeure occurrence as soon as the delay is known and provide the other party with a written contingency plan to address the Force Majeure occurrence, including, but not limited to, specificity on quantities of materials, tooling, people, and other resources that will need to be redirected to another facility and the process of redirecting them. Furthermore, the affected party shall use its commercially reasonable efforts to resume proper performance within an appropriate period of time. Notwithstanding the foregoing, if the Force Majeure condition continues beyond thirty (30) days, the Parties shall jointly decide on an appropriate course of action that will permit fulfillment of the Parties’ objectives hereunder. The Contractor agrees that in the event of a delay or failure of performance by the Contractor, under the Contract due to a Force Majeure occurrence: a. The Commissioner may purchase from other sources (without recourse to and by the Contractor for the costs and expenses thereof) to replace all or part of the Products which are the subject of the delay, which purchases may be deducted from the Contract quantities without penalty or liability to the State, or b. The Contractor will make commercially reasonable efforts to provide Authorized Users with access to Products first in order to fulfill orders placed before the Force Majeure event occurred. The Commissioner agrees that Authorized Users shall accept allocated performance or deliveries during the occurrence of the Force Majeure event. Neither the Contractor nor the Commissioner shall be liable to the other for any delay in or failure of performance under the Contract due to a Force Majeure occurrence. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages. The existence of such causes of such delay or failure shall extend the period for performance to such extent as determined by the Contractor and the Commissioner to be necessary to enable complete performance by the Contractor if reasonable diligence is exercised after the cause of delay or failure has been removed. Notwithstanding the above, at the discretion of the Commissioner where the delay or failure will significantly impair the value of the Contract to the State or to Authorized Users, the Commissioner may terminate the Contract or the portion thereof which is subject to delays, and thereby discharge any unexecuted portion of the Contract or the relative part thereof. In addition, the Commissioner reserves the right, in his/her sole discretion, to make an equitable adjustment in the Contract terms and/or pricing should extreme and unforeseen volatility in the marketplace affect pricing or the availability of supply. "Extreme and unforeseen volatility in the marketplace" is defined as market circumstances which meet the following criteria: (i) the volatility is due to causes outside the control of Contractor; (ii) the volatility affects the marketplace or industry, not just the particular Contract source of supply; (iii) the effect on pricing or availability of supply is substantial; and (iv) the volatility so affects Contractor's performance that continued performance of the Contract would result in a substantial loss. Failure of the Contractor to agree to any adjustment shall be a dispute under the Disputes clause; provided however, that nothing in this clause shall excuse the Contractor from performing in accordance with the Contract as changed.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • Defective Products (a) In the event that Nycomed determines that any shipment of Product, at the time of delivery, (i) does not conform to the Product Specifications, (ii) contains misprinted or non-conforming labelling or packaging, or (iii) has been damaged in transit (collectively, "Defective Products"), then Nycomed shall give Anthra notice thereof (including a sample from such shipment) within fifteen days after receipt thereof, if such defects may be ascertained by the exercise of reasonable diligence (which shall include laboratory testing or other chemical analysis as necessary) upon receipt thereof, and otherwise within fifteen days after discovery thereof. If Anthra confirms such defect, it shall promptly so notify Nycomed. If Anthra does not confirm such defect, it shall promptly so notify Nycomed, and the parties shall submit the disputed shipment for testing to an independent testing laboratory that is mutually acceptable to the parties. The findings of the testing laboratory shall be *** CONFIDENTIAL TREATMENT REQUESTED. 18 binding on the parties. The expenses of such testing shall be borne by Anthra if the testing confirms the defect, and otherwise by Nycomed. (b) If any shipment contains Defective Product, for any reason other than the willful or negligent acts or omissions of Nycomed or its customers or agents, Anthra shall credit Nycomed with the costs incurred by Nycomed with respect to all such Defective Product that has not been sold (or has been sold and returned), which costs shall be deemed equal to the sum of any amounts paid on account of such Defective Product pursuant to Section 3.7 and any and all transportation and storage charges incurred by Nycomed in connection with such Defective Product. In addition, at Nycomed's option, (i) Anthra shall be relieved of any obligation to deliver any Product in replacement of such Defective Product, or (ii) Anthra shall replace such Defective Product as soon as possible after Nycomed notifies Anthra of its election of option (ii) of this Section 3.4, in which case Nycomed shall pay to Anthra any unpaid amounts in respect of the replacement Product in accordance with Section 3.7 following delivery of the replacement Product.

  • Behavioral Health Services – Mental Health and Substance Use Disorder Inpatient - Unlimited days at a general hospital or a specialty hospital including detoxification or residential/rehabilitation per plan year. Preauthorization may be required for services received from a non-network provider. 0% - After deductible 40% - After deductible Outpatient or intermediate careservices* - See Covered Healthcare Services: Behavioral Health Section for details about partial hospital program, intensive outpatient program, adult intensive services, and child and family intensive treatment. Preauthorization may be required for services received from a non-network provider. 0% - After deductible 40% - After deductible Office visits - See Office Visits section below for Behavioral Health services provided by a PCP or specialist. Psychological Testing 0% - After deductible 40% - After deductible Medication-assisted treatment - whenrenderedby a mental health or substance use disorder provider. 0% - After deductible 40% - After deductible Methadone maintenance treatment - one copayment per seven-day period of treatment. 0% - After deductible 40% - After deductible Outpatient - Benefit is limited to 18 weeks or 36 visits (whichever occurs first) per coveredepisode. 0% - After deductible 40% - After deductible In a physician's office - limited to 12 visits per plan year. 0% - After deductible 40% - After deductible Emergency room - When services are due to accidental injury to sound natural teeth. 0% - After deductible The level of coverage is the same as network provider. In a physician’s/dentist’s office - When services are due to accidental injury to sound natural teeth. 0% - After deductible 40% - After deductible Services connected to dental care when performed in an outpatient facility * 0% - After deductible 40% - After deductible Inpatient/outpatient/in your home 0% - After deductible 40% - After deductible (*) Preauthorization may be required for this service. Please see Preauthorization in Section 5 for more information. You Pay You Pay Outpatient durable medical equipment* - Must be provided by a licensed medical supply provider. 20% - After deductible 40% - After deductible Outpatient medical supplies* - Must be provided by a licensed medical supply provider. 20% - After deductible 40% - After deductible Outpatient diabetic supplies/equipment purchasedat licensed medical supply provider (other than a pharmacy). See the Summary of Pharmacy Benefits for supplies purchased at a pharmacy. 20% - After deductible 40% - After deductible Outpatient prosthesis* - Must be provided by a licensed medical supply provider. 20% - After deductible 40% - After deductible Enteral formula delivered through a feeding tube. Must be sole source of nutrition. 20% - After deductible 40% - After deductible Enteral formula or food taken orally * 20% - After deductible The level of coverage is the same as network provider. Hair prosthesis (wigs) - The benefit limit is $350 per hair prosthesis (wig) when worn for hair loss suffered as a result of cancer treatment. 20% - After deductible The level of coverage is the same as network provider. Coverage provided for members from birth to 36 months. The provider must be certified as an EIS provider by the Rhode Island Department of Human Services. 0% - After deductible The level of coverage is the same as network provider. Asthma management 0% - After deductible 40% - After deductible Hospital emergency room 0% - After deductible The level of coverage is the same as network provider.

  • Defective Product If Client rejects Products under Section 6.1 and the deviation is determined to have arisen from Patheon’s failure to provide the Manufacturing Services in accordance with the Specifications, cGMPs, or Applicable Laws, Patheon will credit Client’s account for Patheon’s invoice price for the defective Products. If Client previously paid for the defective Products, Patheon will promptly, at Client’s election, either: (i) refund the invoice price for the defective Products; (ii) offset the amount paid against other amounts due to Patheon hereunder; or (iii) replace the Products with conforming Products without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. For greater certainty, Patheon’s responsibility for any loss of Active Materials in defective Product will be captured and calculated in the Active Materials Yield under Section 2.2.

  • Product Testing No later than [***] prior to a scheduled Delivery ARIAD US shall send to ARIAD SWISSCO the Delivery Documents for review. Following such review, unless within [***] of receipt of the Delivery Documents ARIAD SWISSCO gives written notice of rejection of the Product to be delivered, stating the reasons for such rejection, the Delivery shall proceed, and both Parties shall organize the same. Upon arrival at ARIAD SWISSCO nominated site it shall visually inspect the shipment of the Product to identify any damage to the external packaging. ARIAD SWISSCO may reject any shipment (or portion thereof) of the Product that is damaged by providing to ARIAD US reasonable evidence of damage within [***] after Delivery of such Product. If ARIAD SWISSCO does not so reject any shipment (or portion thereof) of the Product within [***] of Delivery of such Product, ARIAD SWISSCO shall be deemed to have accepted such shipment of the Product; provided, however, that in the case of the Product having any Latent Defect, ARIAD SWISSCO shall notify ARIAD US promptly once it becomes aware that a Product contains a Latent Defect and subsequently may reject such Product by giving written notice to ARIAD US of ARIAD SWISSCO’s rejection of such Product and shipping a representative sample of such Product or other evidence of Non-Conformance to ARIAD US within [***] after becoming aware of such Latent Defect, which notice shall include a description of the Latent Defect.