Adverse Supply Event definition

Adverse Supply Event means (i) any failure by Catalent to tender for delivery at least [**] of the quantities of Product specified in the Firm Commitment within [**] of the scheduled delivery date and (ii) which failure described in clause (i) continues uncured for at least [**]. Notwithstanding the foregoing, the following does not constitute an Adverse Supply Event (w) an investigation of a deviation in a Batch(es) from the warranty set forth in Section 12.1, where the cause of such deviation is agreed by the parties or determined by a mutually acceptable independent third party to be outside of Catalent’s reasonable control; (x) Purchase Orders for quantities of Product that exceed an applicable Firm Commitment; (y) delays in tender of delivery of Product due to Client’s failure to supply Catalent with sufficient quantities of Client-supplied Materials which meet the Specifications by the Processing Date; or (z) a force majeure event in accordance with Section 18.14.
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Adverse Supply Event shall have the meaning set forth in Section 3.2(b).
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Adverse Supply Event means the occurrence of any one of the following: (1) with respect to quantities of Product specified in the Firm Commitment, any failure to deliver, during the initial *** period (the “Initial Period”), at least *** percent (***%) of Product within *** days of the requested delivery date and *** percent (***%) of Product within *** days of the delivery date set forth in the Purchase Order; (2) with respect to quantities of Product specified in the Firm Commitment, any failure to deliver, during any *** period following the Initial Period, at least *** percent (***%) of Product within *** days of the requested delivery date and *** percent (***%) of Product within *** days of the delivery date set forth in the Purchase Order; or (3) interruption in supply of Product to Client for a period of *** consecutive days, due to Catalent’s failure to maintain Facility Approvals (as defined in
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Examples of Adverse Supply Event in a sentence

  • Except as provided below with respect to an Adverse Supply Event, for a period of [**] following the Commencement Date (the “Exclusivity Period”), Client and its Affiliates shall purchase exclusively from Catalent all of Client’s, its Affiliates’ and Client Licensees’ requirements of Product in the Territory; provided, that such exclusive obligations shall only extend to Client Licensees’ requirements of Product to the extent Client has otherwise agreed to supply Product to such Client Licensees.

  • For the avoidance of doubt, nothing herein shall limit Client’s ability, at its sole discretion, to qualify one or more third parties for the Processing of Product (including allowing such third parties to Process Product in order to generate validation Batches), it being understood that, during the Exclusivity Period, Client shall not obtain Product for commercial sale from third parties unless an Adverse Supply Event has occurred.

  • In the event of an Adverse Supply Event, Client shall have the right to source such Product requirements from an alternative supplier.

  • Except as provided below with respect to an Adverse Supply Event, for the Contract Years specified in the table below, Client shall purchase from Catalent the indicated percentage of Client’s and Client’s Affiliates’ requirements of Product and Packaged Product for commercial sale, physician samples, and trade samples in the Territory.

  • If there is an Adverse Supply Event that Patheon does not remediate so that it can perform the Manufacturing Services in accordance with the Processing Instructions and manufacture Product in accordance with this Agreement within [***] days after the occurrence of the Adverse Supply Event, Client may in its sole discretion do one or more of the following: (i) [***], (ii) [***], or (iii) [***].

  • A “Supply Failure” will mean any failure by Patheon to deliver to Client or its designee at least [***] of the quantity of Products under an accepted purchase order within [***] days of the scheduled Delivery Date if the failure is not the result of an Adverse Supply Event.

  • Even if Customer exercises any of its rights under this Section 4.7, Manufacturer shall use commercially reasonable efforts to resume Processing of the Products after any Adverse Supply Event.

  • The existence of an Adverse Supply Event will not exonerate or otherwise relieve Patheon of any liability for breach of any independent obligation contained in this Agreement or the Quality Agreement.


More Definitions of Adverse Supply Event

Adverse Supply Event has the meaning specified in Section 2.4;
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Adverse Supply Event will mean one or more of the following: (i) [***], (ii) [***], (iii) [***], or (iv) [***]. The existence of an Adverse Supply Event will not exonerate or otherwise relieve Patheon of any liability for breach of any independent obligation contained in this Agreement or the Quality Agreement.
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Adverse Supply Event shall have the meaning set forth in Section 4.7. SC1:4529841.10
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Adverse Supply Event means the occurrence of any one of the following: (1) with respect to quantities of Product specified in the Firm Commitment, any failure to deliver, during the initial *** period (the “Initial Period”), at least *** percent (***%) of Product within *** days of the requested delivery date and *** percent (***%) of Product within *** days of the delivery date set forth in the Purchase Order; (2) with respect to quantities of Product specified in the Firm Commitment, any failure to deliver, during any *** period following the Initial Period, at least *** percent (***%) of Product within *** days of the requested delivery date and *** percent (***%) of Product within *** days of the delivery date set forth in the Purchase Order; or (3) interruption in supply of Product to Client for a period of *** consecutive days, due to Catalent’s failure to maintain Facility Approvals (as defined in Section 9.3). For clarity, failure to deliver, shall not include any delay in shipment of Product caused by events outside of Supplier’s reasonable control, such as (i) availability of Client-supplied Materials or Raw Materials, (ii) US FDA customs clearance of shipment to Client or its designee, (iii) a delay in Product release approval from Client or receipt of non-conforming Client-supplied Materials or Raw materials, or (iv) any extensions agreed upon pursuant toSection 3.3 with respect to long lead time materials.
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Related to Adverse Supply Event

  • Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.

  • Regulatory Event means, following the occurrence of a Change in Law (as defined below) with respect to the Issuer and/or Société Générale as Guarantor or in any other capacity (including without limitation as hedging counterparty of the Issuer, market maker of the Certificates or direct or indirect shareholder or sponsor of the Issuer) or any of its affiliates involved in the issuer of the Certificates (hereafter the “Relevant Affiliates” and each of the Issuer, Société Générale and the Relevant Affiliates, a “Relevant Entity”) that, after the Certificates have been issued, (i) any Relevant Entity would incur a materially increased (as compared with circumstances existing prior to such event) amount of tax, duty, liability, penalty, expense, fee, cost or regulatory capital charge however defined or collateral requirements for performing its obligations under the Certificates or hedging the Issuer’s obligations under the Certificates, including, without limitation, due to clearing requirements of, or the absence of, clearing of the transactions entered into in connection with the issue of, or hedging the Issuer’s obligation under, the Certificates, (ii) it is or will become for any Relevant Entity impracticable, impossible (in each case, after using commercially reasonable efforts), unlawful, illegal or otherwise prohibited or contrary, in whole or in part, under any law, regulation, rule, judgement, order or directive of any governmental, administrative or judicial authority, or power, applicable to such Relevant Entity (a) to hold, acquire, issue, reissue, substitute, maintain, settle, or as the case may be, guarantee, the Certificates, (b) to acquire, hold, sponsor or dispose of any asset(s) (or any interest thereof) of any other transaction(s) such Relevant Entity may use in connection with the issue of the Certificates or to hedge the Issuer’s obligations under the Certificates,(c) to perform obligations in connection with, the Certificates or any contractual arrangement entered into between the Issuer and Société Générale or any Relevant Affiliate (including without limitation to hedge the Issuer’s obligations under the Certificates) or (d) to hold, acquire, maintain, increase, substitute or redeem all or a substantial part of its direct or indirect shareholding in the Issuer’s capital or the capital of any Relevant Affiliate or to directly or indirectly sponsor the Issuer or any Relevant Affiliate, or (iii) there is or may be a material adverse effect on a Relevant Entity in connection with the issue of the Certificates.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Warranty Event As to any Asset, the discovery that as of the related Cut-Off Date or Funding Date there had existed a breach of any representation or warranty relating to such Asset and the continuance of such breach through any applicable determination date or beyond any applicable cure period.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Adverse System Impact means a negative effect that compromises the safety or reliability of the electric distribution system or materially affects the quality of electric service provided by the electric distribution company (EDC) to other customers.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Adverse REMIC Event As defined in Section 9.01(f) hereof.

  • Application Event means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

  • Adverse Rating Event With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).

  • Additional Disruption Event means any of Change in Law, Hedging Disruption and/or Increased Cost of Hedging.

  • Environmental Event shall have the meaning set forth in Section 12.2.1.

  • Delinquency Event A Delinquency Event shall have occurred with respect to any Distribution Date if the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding calendar month equals or exceeds 53.00% of the Senior Enhancement Percentage for such Distribution Date.

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  • Notification Event means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.

  • Rejection Event means, in respect of the Benchmark, the relevant competent authority or other relevant official body rejects or refuses or will reject or refuse any application for authorisation, registration, recognition, endorsement, equivalence, approval or inclusion in any official register which, in each case, is required in relation to the Securities, the Benchmark or the administrator or sponsor of the Benchmark under any applicable law or regulation for the Issuer or any other entity to perform its obligations in respect of the Securities.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Event of Noncompliance means any one of the following events:

  • Potential Material Event means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information.

  • long term specified asset means any bond, redeemable after three years and issued on or after the 1st day of April 2006:

  • Excluded Downtime has the meaning set forth in Section 2 below.

  • Adverse impact means any deleterious effect on waters or wetlands, including their quality, quantity, surface area, species composition, aesthetics or usefulness for human or natural uses which are or may potentially be harmful or injurious to human health, welfare, safety or property, to biological productivity, diversity, or stability or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation.

  • TLAC Disqualification Event means OSFI has advised the Bank in writing that the bail-inable notes issued under the applicable pricing supplement will no longer be recognized in full as TLAC under the TLAC Guideline as interpreted by the Superintendent, provided that a TLAC Disqualification Event will not occur where the exclusion of those bail-inable notes from the Bank’s TLAC requirements is due to the remaining maturity of those bail-inable notes being less than any period prescribed by any relevant eligibility criteria applicable as of the issue date of those bail-inable notes.

  • Delay Event means any event set out at Clause 5.19.4 [Delay Events].

  • Co-occurring disorder specialist means an individual