Disposition of Certain Products Sample Clauses

Disposition of Certain Products. If GSK's failure to manufacture, test, package, store, label, or release any Product in accordance with the Specifications, cGMPs, Applicable Laws, Regulatory Acts, and the Quality Agreement directly results in any quantity of that Product having a Nonconformity or Product Event, then Prometheus shall, at GSK's direction and at GSK's expense as set forth in Section 6.9, either (i) return the affected Product to GSK for rework or reprocessing by GSK; (ii) return the affected Product for destruction by GSK; or (iii) have the Product disposed of by a Third Party designated by Prometheus (Prometheus or such Third Party to provide GSK with written documentation of destruction) and in accordance with Applicable Laws. In addition, Prometheus shall be entitled to the remedies set forth in Section 6.9. The remedies provided in this Section 6.8 and Section 6.9 shall be Prometheus' sole remedy with respect to any rejected quantity not distributed to Third Parties, and GSK shall have no other liability therefor. The Party undertaking destruction of the Product shall be solely responsible for compliance with all Applicable Laws in connection with the destruction.
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Disposition of Certain Products. In the event any Rejected ------------------------------- Quantity is found not to comply with Specifications, or in the event any recall, withdrawal, field correction or third-party return of any Product is determined to be a result of Supplier's failure to manufacture, test, package or store that Product in accordance with this Agreement, then [*] the remedies provided in this Section 9.9 shall be GWI's sole remedy with respect to any Rejected Quantity not distributed to third parties, and Supplier shall have no other liability therefor. The party undertaking destruction of the Product shall be solely responsible for compliance with all Legal Requirements, Environmental Laws and the provisions of the FD&C Act in [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. connection with the destruction and shall be liable for any Environmental Losses resulting from such destruction.
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Disposition of Certain Products. In the event any Rejected Quantity is found not to comply with Specifications, or in the event any recall, withdrawal, field correction or third party return of any Agreement Product is determined to be a result of Pharmachemie's failure to manufacture, test, package or store that Agreement Product in accordance with this Agreement, then SuperGen shall, upon written agreement with Pharmachemie, either (i) return the Agreement Product to Pharmachemie at Pharmachemie's expense for rework by Pharmachemie, (ii) return the affected Agreement Product for destruction by Pharmachemie; or (iii) have the Rejected Quantity destroyed, at Pharmachemie's expense, in accordance with applicable law in the jurisdiction in which destruction occurs. In addition, SuperGen may seek a credit as provided below. 3.12.
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Disposition of Certain Products. In the event any quantity of a Product is found not to comply with Specifications, or in the event any recall, withdrawal, field correction or Third Party return of any Product is determined to be solely a result of Adolor’s negligence, willful misconduct or breach of this Agreement, then GSK shall, at GSK’s direction, either (i) return the Product to Adolor for rework or reprocessing, all at Adolor’s expense; (ii) return the affected Products for destruction at Adolor’s expense; or (iii) have the Product disposed of by a Third Party designated by GSK at Adolor’s expense and in accordance with applicable Laws. In addition, GSK may seek a credit under Section 5.11 below; provided that the remedies provided in this Section 5.10 shall be GSK’s sole remedy with respect to any rejected quantity not distributed to Third Parties, and Adolor shall have no other liability therefor. The Party undertaking destruction of the Product shall be solely responsible for compliance with all applicable Laws in connection with the destruction and shall be liable for any Losses resulting from such destruction.
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Disposition of Certain Products. If any quantity of a Product is found not to comply with Specifications, or if a recall, withdrawal, field correction or Third Party return of any Product is determined to be a result of Patheon’s failure to manufacture, test, package, store, label, release or deliver that Product in accordance with the Specifications, the Quality Agreement, cGMPs and Laws, then XenoPort or the XenoPort Affiliate receiving the Product will, at XenoPort’s option, either (a) return the Product to Patheon for replacement, rework or reprocessing by Patheon, all at [ * ] expense; (b) return the affected Products for destruction by Patheon at [ * ] expense; or (c) have the Product disposed of by a Third Party designated by XenoPort at [ * ] expense and in accordance with applicable Laws. In addition, [ * ]. The party undertaking destruction of the Product will be solely responsible for compliance with all Laws in connection with the destruction and will be liable for any Losses resulting from such destruction. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Disposition of Certain Products. In the event any quantity of a Product is found not to comply with Specifications, or in the event any Remedial Action, or Third Party return of any Product, in each case determined to be a result of Impax’s failure to Manufacture, test, package, store, label, release or deliver that Product in accordance with the Specifications, the Quality Agreement, cGMPs and Laws and to the extent not caused by occurrences after the title to such Product passes to GSK pursuant to Section 2.6, then GSK or the GSK Affiliate receiving the Product shall, at Impax’s option, either (a) return the Product to Impax for rework or reprocessing by Impax, all at Impax’s expense; (b) return the affected Products to Impax for destruction by Impax at Impax’s expense; or (c) have the Product disposed of by a Third Party designated by GSK at Impax’s expense and in accordance with applicable Laws. In addition, GSK may seek a credit under Section 6.9 below. The Party undertaking destruction of the Product shall be solely responsible for compliance with all Laws in connection with the destruction and shall be liable for any losses resulting from such destruction.
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Disposition of Certain Products. In the event any quantity of a Product is found not to comply with Specifications, or in the event any recall, withdrawal, field correction or third-party return of any Product is determined to be a result of Draxis’ failure to manufacture, test, package, store, label, release or deliver that Product in accordance with this Agreement, then GSK or the GSK Affiliate receiving the Product shall, at GSK’s sole discretion, either (i) return the Product to Draxis for rework or reprocessing by Draxis, all at Draxis’ expense; (ii) return the affected Products for destruction by Draxis at Draxis’ expense; or (iii) have the Product destroyed, at Draxis’ expense, in accordance with applicable law in the jurisdiction in which destruction occurs. In addition, GSK may seek a credit under Section 5.11 below; provided that, subject to GSK’s rights in Sections 15.4, 15.8 and 15.10 and the right of specific payment to the extent provided for in Section 15.8, the remedies provided in this Section 5.10 shall be GSK’s sole remedy with respect to any rejected quantity not distributed to Third Parties, and Draxis shall have no other liability therefor. The party undertaking destruction of the Product shall be solely responsible for compliance with all Legal Requirements in connection with the destruction and shall be liable for any Losses resulting from such destruction.
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Related to Disposition of Certain Products

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

  • Application of Certain Payments Each payment of principal shall be applied to such Loans as the Company shall direct by notice to be received by the Agent on or before the date of such payment or, in the absence of such notice, as the Agent shall determine in its discretion. Concurrently with each remittance to any Bank of its share of any such payment, the Agent shall advise such Bank as to the application of such payment.

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Exclusion of Certain Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • Notice of Certain Transactions In the event that:

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Treatment of Certain Payments Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.

  • Allocation of Certain Taxes (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

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