Rejection by Buyer Sample Clauses

Rejection by Buyer. If the Goods are not delivered or Services are not performed as set out in the Agreement, or if Buyer finds the Goods and/or Services to be unsatisfactory in accordance with Section 11, then Buyer may reject the Goods and/or Services (“Rejected Goods and/or Services”) and may, in its sole discretion: (i) require Seller to provide replacement of such Goods and/or Services (the “Replacement Goods and/or Services”), in which case Seller shall promptly deliver the Replacement Goods and/or Services to Buyer on the original terms and conditions, except that if the price for the Replacement Goods and/or Services at the time they are ordered is less than the Price, Buyer shall have the benefit of the lower price; or (ii) terminate the Agreement, in whole or in part, in which case Buyer shall have no obligations to Seller, other than for that part of the Price reasonably corresponding to those Goods and/or Services that were accepted by Buyer. Seller shall be responsible for all delivery costs, both to and from the Site, for Rejected Goods and/or Services and Replacement Goods and/or Services. If Services were performed, Seller will:
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Rejection by Buyer. Within thirty (30) days of receipt of any shipment of Finished US Goods, Buyer shall, if it elects to do so, perform or cause to be performed samplings and tests using validated test methods described in the Regulatory Applications/Approvals to determine whether the Finished US Goods in such shipment have been manufactured in conformity with applicable cGMPs Requirements and the Specifications. Any shipment of Finished US Goods not refused by Buyer on this basis within such 30-day period shall be deemed accepted by Buyer. If Buyer wishes to refuse acceptance on this basis, Buyer shall, within such 30-day period, inform Manufacturer in writing of Buyer’s refusal to accept the shipment and the reason therefore (i.e., by identifying the manner in which the manufacture of Finished US Goods in such shipment is not in conformity with applicable cGMPs Requirements and the Specifications). In the event that Buyer refuses acceptance of such shipment on such basis within such 30-day period, Manufacturer, upon confirmation of the reasons for such refusal, shall either replace the defective Finished US Goods or refund the purchase price, as Manufacturer may elect in its sole discretion. If Manufacturer and Buyer do not agree on such refusal, then any party may refer the matter for final analysis to a specialized laboratory of national reputation acceptable to both parties for the purpose of determining the results. Any determination by such laboratory shall be final and binding upon the parties. If such laboratory determines that the manufacture of Finished US Goods in such shipment is not in conformity with applicable cGMPs Requirements and the Specifications, Manufacturer shall bear all expenses of shipping and testing the shipment samples. Otherwise, Buyer shall bear all expenses of shipping and testing such shipment samples. Buyer shall not be obligated to pay for, and Manufacturer shall be responsible for all costs associated with, the delivery and destruction of properly rejected Finished US Goods. For the avoidance of doubt, the parties agree that, except pursuant to the provisions of Section 5.8 or this Section 5.9, Buyer may not return any Finished US Goods to Manufacturer. CONFIDENTIAL TREATMENT ARTICLE VI
Sample 1
Rejection by Buyer. All Production Units delivered under this Agreement may be rejected by the BUYER within thirty (30) days after receipt by BUYER if they do not conform to the Prototype specifications. If Production Units are not rejected within such thirty (30) days, they shall be deemed to have been accepted, subject only thereafter to claims arising under the Warranty of Production Units, set forth in Paragraph 13.
Sample 1
Rejection by Buyer. 6.1 All Goods and Services are subject to inspection and acceptance by Buyer, provided however that Buyer has no such inspection duty prior to use or resale. Payment by Buyer for Goods or Services delivered hereunder shall not constitute acceptance thereof. Buyer may reject any non-conforming or defective Goods or Services that do not comply with the warranties set forth at Paragraph 7.
Sample 1

Related to Rejection by Buyer

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by Xxxxxxxxx, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised weighted average Indicated Advertised Rate of all In- cluded Timber remaining immediately prior to the catas- trophe has been reduced through Catastrophic Damage by an amount equal to or more than the weighted aver- age Current Contract Rate. “Indicated Advertised Rates” are Forest Service esti- mates of fair market value of the timber.

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

  • Investigation by Buyer Buyer has conducted its own independent review and analysis of the Business, the Acquired Assets, operations, technology, assets, liabilities, financial condition and prospects of the Business as formerly carried on by Seller and acknowledges that Seller has provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Seller nor any of its Affiliates or Related Persons makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of Seller, its Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise, but excluding misrepresentation or concealment arising from actual fraud of Seller) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of Seller set forth in this Agreement, except, with regard to Seller, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Termination by Notice Notwithstanding any provision of this Agreement, it may be terminated at any time without penalty, by the Trustees of the Trust or, with respect to any series or class of the Trust's shares, by the vote of the majority of the outstanding voting securities of such series or class, or by MM-LLC, upon thirty days written notice to the other party.

  • Investigation by Purchaser Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the PSE Colstrip Interests, to Seller's accountants and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including, to the extent it is within Seller's power to do so, access to the Colstrip 1, 2, 3 and 4 site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Assets, (b) make available to Purchaser and its Representatives, upon request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, WUTC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, and other Books and Records) concerning the ownership, operation and maintenance of the PSE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documents, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract, License or Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

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