Timing for delivery. 7.1 When must you deliver?
7.2 What if you cannot deliver on time?
7.3 Will we grant you an extension of time?
7.4 What if you cannot deliver due to a natural disaster?
(a) Notwithstanding clauses 7.2 and 7.3, if you are unable to provide all Agreed Volume of Milk Produced At Your Dairy to us in accordance with the Delivery Intervals due to a natural disaster (i.e. severe weather events, fire or disease-related governmental actions or restrictions) (“Natural Disaster”), then you agree to notify us of that fact and, subject to clause 7.4(b) below, your affected obligations will be suspended during the period of the Natural Disaster.
(b) Should a Natural Disaster, or any other unforeseen event outside the reasonable control of the affected party, occur that prevents either party from performing any of its obligations under this agreement, then:
(i) the affected party will:
(A) give the other party prompt notice of the relevant event and the probable extent to which it will be unable to perform its obligations; and
(B) take all steps as are reasonably necessary to remedy the effect of the relevant event as quickly as possible; and
(ii) the affected obligations will be suspended during the period of the Natural Disaster and the parties agree to work together in good faith to develop an interim workaround plan of supply or otherwise (to the extent possible).
Timing for delivery. IN ORDER FOR THE EXCHANGE AGENT TO DELIVER THE MERGER CONSIDERATION TO WHICH YOU ARE ENTITLED TO RECEIVE FOR YOUR SHARES ON OR ABOUT ONE BUSINESS DAY FOLLOWING THE CLOSING DATE OF THE MERGER, THE EXCHANGE AGENT MUST RECEIVE YOUR CERTIFICATE(S) REPRESENTING YOUR SHARES, ALONG WITH THIS LETTER OF ELECTION AND TRANSMITTAL, PROPERLY COMPLETED AND EXECUTED, NO LATER THAN THE PRE-CLOSING DEADLINE, WHICH IS FIVE (5) BUSINESS DAYS PRIOR TO THE CLOSING DATE, WHICH CLOSING DATE IS ANTICIPATED TO BE , 2013. If you deliver your Certificate(s) and properly completed and executed Letter of Election and Transmittal after the Pre-Closing Deadline and the Merger is consummated, then the Exchange Agent will promptly deliver to you the Merger Consideration that you are entitled to receive, but in no event later than five (5) business days after receiving the Certificate(s) and the completed and executed Letter of Election and Transmittal. In the event the closing of the Merger is delayed beyond the anticipated closing date, the Exchange Agent will retain your Certificate(s) representing your Shares, along with your Letter of Election and Transmittal until the earlier to occur of (i) the closing of the Merger and (ii) the termination of the Merger Agreement. If you deliver your Certificate(s) to the Exchange Agent and the Merger is not completed, the Exchange Agent will promptly return your Certificate(s) to you at the address you provided to the Exchange Agent in this Letter of Election and Transmittal.
Timing for delivery. All orders for Product submitted by SEPRACOR in accordance with paragraph 7.1 shall be deemed accepted by 3M unless 3M notifies SEPRACOR in writing within [**] days that it does not accept the order. In the event 3M does not accept an order, 3M will work in good faith with SEPRACOR to establish an acceptable delivery date for such order.3M shall not be obligated to supply SEPRACOR with quantities of Product above the applicable Rolling Estimates on which a SEPRACOR firm purchase order is based, but 3M agrees to meet with SEPRACOR to discuss if and how SEPRACOR's production needs can be met and 3M will use reasonable efforts to meet such increased requirements.
Timing for delivery. Where a party has not acknowledged receipt of a notice, the notice may, in good faith, be treated as received:
(a) on the date of delivery (if delivered to the appropriate place or person); or
(b) according to the ordinary postal timing (if sent by prepaid post); or on the next business day at the relevant location following dispatch (if transmitted electronically), provided that - the sender’s electronic system indicates that the transmission succeeded, and the recipient does not promptly inform the sender that it was illegible.
