Deemed Acceptance; Latent Defects Sample Clauses

Deemed Acceptance; Latent Defects. Any Product that Theravance does not reject pursuant to this Section 5.12 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications are waived by Theravance, except as to latent defects which are not discoverable by the exercise of ordinary diligence and reasonable care, render the Product not conforming to Product Specifications, and are solely caused by Hospira. The parties shall consult to confirm the cause of any latent defect. If the parties do not ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. agree as to whether the Product is non-conforming, they shall submit samples of such Product for independent testing in accordance with Section 5.12(b). If it is determined that the Product is non-conforming and the cause of the defect is attributable to Hospira, then Hospira will replace at no cost to Theravance all such defective Product with Product that meet the Product Specifications, subject to the limitation of Section 5.4(d). All other relevant provisions of Section 5.12 shall apply to the manufacture and delivery of such replacement Product.
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Deemed Acceptance; Latent Defects. Any Product that Cempra does not reject pursuant to this Section 5.11 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications are waived by Cempra, except as to latent defects which are not reasonably discoverable by the exercise of ordinary diligence by reasonable visible inspection and other testing, if any, as agreed by the parties in the Quality & Technical Agreement to be part of Cempra’s inspection and acceptance process for Product after delivery by Hospira, render the Product not conforming to Product Specifications, cGMP, and Applicable Law, and are primarily caused by negligence, fault, failure to comply with Applicable Law or cGMP, or failure to manufacture Product in accordance with the Product Specifications and Manufacturing Process on the part of Hospira (or any Affiliate thereof or Third Party contractor supplier of Hospira or any Affiliate thereof). The parties shall consult in good faith to attempt to confirm the cause of the latent defect. If the parties do not agree as to whether the Product is non-conforming, they shall submit samples of such Product for independent testing in accordance the provisions of Section 5.11(b). If it is confirmed that the cause of the latent defect is primarily attributable to Hospira (or any Affiliate thereof or Third Party supplier or contractor of Hospira or any Affiliate thereof) consistent with the foregoing, then Hospira will promptly replace at no cost to Cempra all such non-conforming Products with Products that meet the Product Specifications and are manufactured in accordance with cGMP and Applicable Law, subject to the provisions of Sections 5.4(c) and (d); provided, however, that in the event of any termination or expiry of this Agreement prior to start of manufacturing of any lot or batch of such replacement Product, Cempra shall be entitled, upon Cempra’s election and written request, to receive from Hospira, in lieu of such replacement, a prompt refund of any amount paid with respect to the nonconforming Product. All other relevant provisions of this Section 5.11 shall apply to the testing and release of such replacement Products.
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Deemed Acceptance; Latent Defects. Any Product that Durata does not reject pursuant to this Section 5.11 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications shall be deemed waived by Durata, except as to latent defects which are not discoverable by the exercise of ordinary diligence and reasonable care, render the Product not conforming to Product Specifications, and are attributable to Hospira’s manufacture of the Product. The Parties shall consult to confirm the cause of the latent defect. If the Parties do not agree as to whether the Product is non-conforming the Parties shall submit samples of such Product to a mutually acceptable independent laboratory for testing in accordance with clause (c) above. If it is confirmed that the cause of the defect is attributable to Hospira, then Hospira will replace at no cost to Durata all such defective Products with Products that meet the Product Specifications (subject to the limitations of Section 5.4(d)) and the other relevant provisions of Section 5.11 shall apply.
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Deemed Acceptance; Latent Defects. Any Product that Revance does not reject pursuant to this Section 4.10 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications shall be deemed waived by Revance, except with respect to latent defects which are not discoverable by the exercise of ordinary diligence and reasonable care, which render the Product not conforming to Product Specifications and are solely caused by Hospira. The parties shall consult to confirm the cause of the latent defect. If it is confirmed that the cause of the defect is solely attributable to Hospira, then Hospira will replace at no cost to Revance all such defective Products with Products that meet the Product Specifications as soon as commercially reasonable.
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Deemed Acceptance; Latent Defects. Any Product that Genzyme does not reject pursuant to this Section 7.7 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications shall be deemed waived by Genzyme, except as to latent defects which are not reasonably discoverable and render the Product not conforming to Product Specifications. Upon the conclusion of all appropriate internal investigations, should the Parties disagree on the nature and cause of such latent defects, then the Parties shall engage an independent expert to determine the cause of the latent defect. If it is confirmed that the cause of the defect is attributable to the Manufacturing of the Product then, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. subject to the limitations set forth in Section 7.1(f)(ii), Hospira will replace at no cost to Genzyme all such defective Products with Products that meet the Product Specifications.
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Deemed Acceptance; Latent Defects. Any Product that Kythera does not reject pursuant to this Section 5.11 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications shall be deemed waived by Kythera, except as to latent defects which are not discoverable by the exercise of ordinary diligence and reasonable care, render the Product not conforming to Product Specifications, and are solely caused by Hospira. The parties shall consult to confirm the cause of the latent defect. If it is confirmed that the cause of the defect is solely attributable to Hospira, (including, without limitation, latent defects in Components supplied by Hospira or by Hospira’s Component Suppliers), then Hospira will replace at no cost to Kythera all such defective Product with Product that meet the Product Specifications, subject to the limitations of Section 5.4(d).
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Related to Deemed Acceptance; Latent Defects

  • Latent Defects Notwithstanding anything to the contrary set forth herein, no acceptance, or deemed acceptance, by City pursuant to this Section shall be applicable with respect to any Latent Defects. An acceptance, or deemed acceptance, by City pursuant to this Section shall not mean that City has accepted, or the other party has been relieved of, responsibility for: (i) compliance with the Laws; (ii) the proper application of construction means or methods; or (iii) correcting any portion of the Project if it later is determined that any portion of the Project is inconsistent with the Final Documents and Drawings.

  • Correction of Defects 35.1 The Engineer shall give notice to the Contractor of any Defects before the end of the Defects Liability Period, which begins at Completion and is defined in the Contract Data. The Defects Liability Period shall be extended for as long as Defects remain to be corrected.

  • Deemed Acceptance You are required to accept the terms and conditions set forth in this Agreement prior to the Vesting Date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the Vesting Date. For your benefit, if you have not rejected the Agreement prior to the Vesting Date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

  • Inspection; Acceptance The Contractor (immixTechnology, Inc.) can only, and shall only tender for acceptance those items that substantially conform to the software manufacturer’s (“Dassault Systemes Americas Corp.”) published specifications. Therefore, items delivered shall be considered accepted upon delivery. The Government reserves the right to inspect or test any supplies or services that have been delivered. The Government may require repair or replacement of nonconforming supplies or re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

  • Final Acceptance When the Project/Service or any portion thereof, as designated by the COUNTY, is ready for its intended use, the COUNTY and any other invited parties shall make an inspection of the Project/Service, to verify its completeness and develop a punch list of items needing completion or correction before final payment will be made. CONTRACTOR shall have ten (10) calendar days to correct all deficiencies. An eighty-dollar ($80.00) re-inspection fee shall be applied for the third inspection and any required re-inspection thereafter. The COUNTY shall have the right to exclude CONTRACTOR from those portions of the work designated as complete after the inspection; provided, however, that CONTRACTOR will have reasonable access for the time allotted by the COUNTY to complete or correct items on the punch list. When the work provided for under this Agreement has been completely performed by CONTRACTOR, and the final inspection has been made by the COUNTY, a final invoice will be prepared by the CONTRACTOR. The amount of this invoice, less any sums that may have been deducted or retained under the provisions of this Agreement, will be paid to CONTRACTOR in accordance with this Agreement, and after CONTRACTOR has agreed in writing to accept the balance due, as determined by the COUNTY, as full settlement of the account under the contract and of all claims in connection therewith. Occupancy by the COUNTY alone does not constitute final acceptance.

  • No Implied Acceptance Payment does not imply acceptance of Contractor’s invoice, Goods, Services, or Deliverables. Contractor shall immediately refund any payment made in error. The JBE shall have the right at any time to set off any amount owing from Contractor to the JBE against any amount payable by the JBE to Contractor under this Agreement.

  • Required Acceptance of Daily Load Deliveries and Notification If the State is harmed by purchaser’s refusal to accept up to 10 truck deliveries of any one sort per day, Purchaser will be in breach of contract and subject to damages as per the D-026.2 and D-027.2 clauses. A truck delivery is all the wood delivered including sorts on super trucks, mule trains and pups brought to the delivery point by a single truck. The Purchaser shall notify the Contract Administrator at least 48 hours in advance if:

  • Inspection and Rejection of Nonconforming Goods (a) Buyer shall inspect the goods within five days of receipt (“Inspection Period”). Xxxxx will be deemed to have accepted the goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes documentation reasonably required by Seller. “

  • Delivery and Acceptance of the Manuscript The Author shall deliver the Contribution to the Editor (or, if requested by the Publisher, to the Publisher) on or before Delivery Date (the “Delivery Date”) electronically in the Publisher's standard requested format or in such other form as may be agreed in writing with the Publisher. The Author shall retain a duplicate copy of the Contribution. The Contribution shall be in a form acceptable to the Publisher (acting reasonably) and in line with the instructions contained in the Publisher’s guidelines as provided to the Author by the Publisher. The Author shall provide at the same time, or earlier if the Publisher reasonably requests, any editorial, publicity or other information (and in such form or format) reasonably required by the Publisher. The Publisher may exercise such additional quality control of the manuscript as it may decide at its sole discretion including through the use of plagiarism checking systems and/or peer review by internal or external reviewers of its choice. If the Publisher decides at its sole discretion that the final manuscript does not conform in quality, content, structure, level or form to the stated requirements of the Publisher, the Publisher shall be entitled to terminate this Agreement in accordance with the provisions of this Clause. The Author must inform the Publisher at the latest on the Delivery Date if the sequence of the naming of any co-authors entering into this Agreement shall be changed. If there are any changes in the authorship (e.g. a co-author joining or leaving), then the Publisher must be notified by the Author in writing immediately and the Parties will amend this Agreement accordingly. The Publisher shall have no obligation to consider publication under this Agreement in the absence of such agreed amendment. If the Author fails to deliver the Contribution in accordance with the provisions of this Clause above by the Delivery Date (or within any extension period given by the Publisher at its sole discretion) or if the Author (or any co-author) dies or becomes incapacitated or otherwise incapable of performing the Author’s obligations under this Agreement, the Publisher shall be entitled to either: (a) elect to continue to perform this Agreement in accordance with its terms and the Publisher may commission an appropriate and competent person (who, in the case of co-authors having entered into this Agreement, may be a co-author) to complete the Contribution; or (b) terminate this Agreement with immediate effect by written notice to the Author or the Author's successors, in which case all rights granted by the Author to the Publisher under this Agreement shall revert to the Author/Author's successors (subject to the provisions of the Clause "Termination"). The Author agrees, at the request of the Publisher, to execute all documents and do all things reasonably required by the Publisher in order to confer to the Publisher all rights intended to be granted under this Agreement. The Author warrants that the Contribution is original except for any excerpts from other works including pre-published illustrations, tables, animations, text quotations, photographs, diagrams, graphs or maps, and whether reproduced from print or electronic or other sources ("Third Party Material") and that any such Third Party Material is in the public domain (or otherwise unprotected by copyright/other rights) or has been included with written permission from or on behalf of the rights holder (and if requested in a form prescribed or approved by the Publisher) at the Author's expense unless otherwise agreed in writing, or is otherwise used in accordance with applicable law. On request from the Publisher, the Author shall in writing indicate the precise sources of these excerpts and their location in the manuscript. The Author shall also retain the written permissions and make them available to the Publisher on request.

  • Acceptance; Rejection A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to the Company not later than 15 days after receipt by such holder of the most recent offer of prepayment. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to constitute a rejection of such offer by such holder.

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