Transfer of Product. Seller shall ensure that all Product is transferred to Buyer in accordance with the terms of the Transaction, for Xxxxx’s sole benefit. Delivery shall occur when the transfer of the Product into Buyer’s Holding Account is complete in accordance with the Cap-and-Trade Regulations, at which time title to the Product will transfer from Seller to Buyer. Without limiting Seller’s obligations under Section 3.1, each Party will provide to the other any reasonably requested information or documentation required to implement Delivery, cooperate to cause Delivery to occur, and comply with any and all applicable procedures and requirements of Law relating to the recording and transfer of the Product.
Transfer of Product. (a) By Delivering a Product to Buyer and payment for such Product by Buyer, Seller transfers any and all, and the exclusive, right to use that Product in the California Renewables Portfolio Standard and for compliance under any other applicable environmental Law or regulatory requirement, as well as any and all Product Reporting Rights. Transfer of and payment for the Product does not transfer eligibility for, rights to, or ownership of production tax credits or other direct third-party subsidies for generation of electricity by the Eligible Renewable Energy Resource. Except as expressly excluded in this preceding sentence, Delivery to and payment for a Product by Buyer grants the Buyer the right, exclusive to the full extent applicable, to verify, certify, and otherwise take advantage of the rights, claims and ownership in the Product.
Transfer of Product. 5.1 The Customer may permanently transfer the Product in its entirety to another owner, subject to the following provisions:
i) The Customer provides to WestDev in writing prior to any such transfer the full details of the new owner and the expected date of transfer.
ii) The new owner understands and agrees to all the terms and conditions of this Agreement in the same way as if they had obtained the Product from WestDev or an Authorised Partner.
iii) All complete or partial copies of the Product and all accompanying materials held by the Customer, including but not limited to installed copies and any backup copies on data storage devices, are transferred or destroyed and the Customer provides a written guarantee to WestDev that this has been done.
iv) WestDev reserves the right to levy an administrative charge upon the Customer and/or the new owner in relation to transfer of the Product to another owner.
v) Any attempted transfer without prior written permission from WestDev shall constitute a material breach of this Agreement.
Transfer of Product. Subject to Section 2.1, SutroVax may transfer Products to SutroVax CMOs selected by SutroVax and that are reasonably acceptable to Sutro (the acceptance of which by Sutro not to be unreasonably withheld, conditioned or delayed) or previously approved by Sutro.
Transfer of Product. Seller shall initiate transfer of the Product to Buyer via the Applicable Registry by the Delivery Date. Buyer shall accept transfer in accordance with registry rules. Delivery and title transfer shall be deemed complete upon transfer of Product to Xxxxx’s CITSS account. Buyer’s CITSS Account Information: Seller’s CITSS Account Information: Name: City of Needles Name: CP Energy Marketing (US) Inc. CITSS Account No.: CA1456-1566 (General) Account No.: CA2050-2386 (General) Entity Reference Code: 69639180 Entity Reference Code: 58976845 Payment: Buyer shall pay Seller the Purchase Price times the Quantity by the Payment Date. All funds to be paid to Seller shall be rendered in the form of immediately available funds (U.S. Dollars) by wire transfer or in such other form as agreed to by the parties. If either party fails to remit any amount payable by it when due, interest on such unpaid portion shall accrue at a rate equal to the prime interest rate in effect at the time as published in The Wall Street Journal plus two percent (2%) from the date payment is due to the date of payment.
Transfer of Product. (1) Starting * Biochemie is willing to transfer to its facilities up to * different Products per calendar year and to implement the Process in an Analytical Phase and Pilot Phase for each specific Product as described in Clauses 5 and 6. Biochemie may refuse to transfer specific Products in the event
i) the manufacture of such Products result in an increase of health/safety/environment risk potential in comparison to * and raw material input and such increase cannot be resolved to both parties’ satisfaction.
ii) Celltech notifies Biochemie in writing of any third party patent rights which may be asserted by the patentee to be valid and infringed by the manufacture of such Product by Biochemie under this Agreement
(2) By no later than * of each calendar year and regarding its requirements for * by * , Celltech shall provide Biochemie with its requirements for Analytical Phase and Pilot Phase capacity for up to * Products, which shall either be existing Products which are or have been Manufactured by Biochemie or new Products, for the subsequent calendar year. Upon receipt of such request, Biochemie shall provide Celltech with a time schedule and, depending on Biochemie’s available capacity, accommodating as close as possible Celltech’ preferred dates and delivery schedule. Such time schedule shall be binding for both parties. Biochemie shall be under no obligation to provide capacity for more than * Products and/or more than * weeks of capacity for each of the Analytical and Pilot Phases in each calendar year.
(3) Celltech may at any time, but subject to Clauses 5(1) and 6(1) below, notify Biochemie of a change of utilisation of the reserved Analytical Phase and Pilot Phase Capacity. Such change shall not result in more than * Products being required in any calendar year. *
(4) Biochemie shall efficiently use its equipment on basis of the Process Flow Diagram in Schedule 3.
(5) In order to cover Biochemie’s project management and administration cost incidental to the negotiation and preparation of transfer of a Product, Celltech shall pay upon initiation of the Analytical Phase of each Product the Project Management Fee.
Transfer of Product. 4.1 Subject to its covenant to conduct business relating to the Licensed Product in the ordinary course pursuant to the terms of Section 5.3 hereof, prior to the Transfer Date Abbott shall be responsible for all sales, marketing and distribution activities relating to the Licensed Product (including risk of loss), and all accruable expenses incurred and sales revenue earned prior to the Transfer Date shall be allocated to Abbott. On and after the Transfer Date, Cephalon shall be responsible for all sales, marketing and distribution activities relating to the Licensed Product (including risk of loss), and all accruable expenses incurred and sales revenue earned on or after the Transfer Date shall be allocated to Cephalon. Notwithstanding the above, Abbott also shall be entitled to sell and distribute that quantity of Licensed Product necessary to satisfy only those purchase orders for Licensed Product received electronically or in writing by Abbott prior to the Transfer Date; with respect to any purchase orders received by Abbott on or after the Transfer Date, Abbott shall refer those customers placing such orders to Cephalon. For purposes of clarification, except as otherwise provided herein, Cephalon shall assume all legal and financial responsibility for the Licensed Product in the Territory as of the Transfer Date, including billing, shipping, invoicing, customer and professional services, returns and rebates, and all other operational and financial activities related to the Licensed Product. In order to facilitate the assumption by Cephalon of all such activities as of the Transfer Date, and the proper resolution by Abbott of any matters related to sales occurring prior to the Transfer Date, **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. the parties agree to promptly refer to the other party any and all misdirected inquiries, payments and requests received after said Transfer Date.
4.2 Upon the Transfer Date, Cephalon shall mail the letter in a form reasonably agreed upon by the parties to all of the customers who have purchased the Licensed Product within the last twelve (12) months.
4.3 Promptly after the Effective Date, Abbott shall disclose and furnish to Cephalon all Technical Information and Know-How and all Abbott Technology, which is or subsequently comes into Xxxxxx'x possession dur...
Transfer of Product. 8.1 At Philips’ discretion, if Customer transfers or relocates the MA&TC installable Product, or any portion thereof, all obligations under this warranty document will terminate unless Customer receives the prior written consent of Philips for the transfer or relocation.
8.2 At Customer’s request, Philips, at its discretion, will re-locate the MA&TC Product and shall re-certify the MA&TC Product, at the Customers expense.
Transfer of Product. As of the Effective Date, Lilly hereby assigns, transfers, and conveys all of Lilly’s right, title, and interest in and to the Product Inventory, and within the Transition Period, will transfer possession of the Product Inventory to Cardiome on an “AS IS” basis. Once possession of the Product Inventory is transferred to Cardiome, subject to the indemnification obligations in this Agreement, Cardiome shall be solely responsible for all quality control, quality assurance, analytical assays (including, developmental, release, related substances, stability, toxicology, dosage form and end of study assays). After Lilly transfers possession of the Product Inventory to Cardiome, Cardiome shall have the sole responsibility for Product Inventory. Product Inventory shall only be used as set forth above in this Section 11.1. Lilly may retain an amount of Product Inventory sufficient for archival purposes.
Transfer of Product. Carrier shall not transfer product or goods from one trailer to another without prior express written authorization of Broker or its Customer.
