Consequences of Defective Product Sample Clauses

Consequences of Defective Product. Where the Defect is, as between NOVASEP and CUSTOMER, substantially due to NOVASEP (or its Affiliates’ or contractors’) acts, omissions or breach of its obligations under this Agreement, (including where such acts and omissions or breaches could be, but are not limited, to operator mistakes equipment failure, power shortages and building environmental control failures) or where the Specification of a Batch is not met when the Parties have agreed that such Specification should be bidding with regards to a particular Batch, NOVASEP shall (i) use all Reasonable Endeavours to replace at its own cost and as soon as reasonably practicable (and in any event within one hundred and ninety (190) business days of the Defect notice) an equal quantity of Product free of defects as that which was Defective; and (ii) pay all expenses, fees and charges associated with the Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. manufacture and return of the defective Product, and (iii) reimburse CUSTOMER (subject to Sections 12.3 and 12.4 of this Agreement) for any reasonably Incurred or foreseeable costs incurred by CUSTOMER (and which could not be refunded to CUSTOMER), as a result of the Products being defective. The Parties agree and acknowledge that any samples held by NOVASEP from the manufacturing run pursuant to the terms of this Agreement including the Product that is Defective shall be made available for testing purposes in the event any Product is Defective. Any disputes regarding a Defect or calculating the appropriate refund of monies shall be referred to an Independent expert, reasonably acceptable to and appointed by both Parties and subject to confidentiality provisions comparable to those set out in this Agreement, The independent expert shall undertake the relevant analysts to assess whether the Product was defective and whether NOVASEP was responsible in any way. Both Parties agree to cooperate with the independent expert’s reasonable requests for assistance in connection with its analysis hereunder. The independent expert shall act as an expert and not arbitrator. The decision of the independent expert shall be written and given in English and be considered final and binding on the Parties unless there has been a manifest error on the face or the decision whereupon the Parties shall revert t...
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Consequences of Defective Product. 6.7 Upon receipt of the Defect Notice CMC shall promptly investigate whether or not the Defect is due to CMC’s negligence or failure to comply with its obligations hereunder and shall report to Customer [***]. Commercial Supply Agreement 244238347 v3
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Consequences of Defective Product. 6.8.1 If Customer and CMC agree that the Product is Defective Product, then CMC will either replace or rework the Defective Product at Customer’s election and at no additional charge to Customer. CMC will undertake those efforts as soon as reasonably practicable and shall not delay such efforts on account of CMC’s other obligations and commercial commitments to third parties.
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Consequences of Defective Product. 6.10.1 If Customer demonstrates that the Defect is due to CMC’s fault and not as a result of [***], then CMC will [***]. CMC will undertake those efforts [***]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Consequences of Defective Product. 6.16 If Customer can demonstrate or if the independent laboratory pursuant to Clause 6.15 determines that the Defect is not the result of any wrongful action or inaction by Customer or a Customer-Provided Materials (or, if attributable to the Customer-Provided Materials, is the result of any failure to comply with cGMP by AGC) or any Third Party (other than a contractor or agent of AGC performing Services), then AGC shall replace the Defective Deliverables. AGC shall use its [***] to commence the manufacture of such Defective Deliverables within [***] days after AGC accepts fault or is determined to be at fault pursuant to Clause 6.15, [***]. In the event AGC cannot commence the manufacture of a replacement single Batch within such [***] days period or within [***] days after the end of a campaign if the Defective Batch was part of a campaign, [***]. Any amounts paid by Customer hereunder for such Defective Deliverables shall be credited to future amounts due to AGC hereunder, and any residual amounts existing at the time of termination of this Agreement shall be subject to Clause 14.4.
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Consequences of Defective Product. 6.10.1 If Customer provides to AGC a reasonably documented finding of a Defective Product due to AGC’s failure to comply with cGMP and its SOPs, and AGC accepts that finding, then AGC will replace any such Defective Product at no additional charge to Customer as soon as reasonably practicable.
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Related to Consequences of Defective Product

  • Consequences of Breach 26 11. Subordination...........................................................27

  • Consequences of Events of Default (i) If an Event of Default has occurred and is continuing, the interest rate on this Note shall increase immediately by an increment of an additional two hundred basis points, to the extent permitted by applicable law. Any increase of the interest rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this subparagraph).

  • Consequences of Default If an Event of Default shall occur, Lender:

  • Consequences of Event of Default In every such event (other than an event with respect to the Borrower described in clause (l) of Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

  • Consequences of an Event of Default (a) If an Event of Default specified in subsections (a) through (l), (o), (p) or (q) of Section 7.01 shall occur and, be continuing or shall exist, then, in addition to all other rights and remedies which the Administrative Agent or any Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, the Lenders shall be under no further obligation to make Loans hereunder, and the Administrative Agent may, and, upon the written request of the Required Lenders shall, by notice to the Borrower, from time to time do any or all of the following:

  • Consequences of Non-Delivery After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares.

  • Consequences of a Servicer Default If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

  • Consequences of Expiration or Termination All of the following effects of expiration or termination, as applicable, are in addition to the other rights and remedies that may be available to the Parties at law or in equity.

  • No Representation; Consequences of Breach, etc You acknowledge and agree that:

  • Standard of Care; Uncontrollable Events; Limitation of Liability SMC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity has been advised of the possibility of such damages.

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