Non-Conforming DP/DS Sample Clauses

Non-Conforming DP/DS. In the event that any DP and/or DS released by Celltrion and delivered hereunder fails to conform with the Specifications at the time such DP and/or DS is delivered to Rani, Xxxx may reject the same by giving written notice thereof to Celltrion (a “Notice”), within [*] days after receipt of the DP and/or DS at Rani’s facility, and for latent defects, within [*] days after discovery of such latent defect, which Notice will specify the manner in which the DP and/or DS fails to conform to the Specifications. If Rani reasonably suspects that any DP and/or DS hereunder fails to conform to the Specifications, Rani may provide Notice to Celltrion, during the time periods described above, and the period for Rani to accept or reject such DP and/or DS will be extended by the period reasonably required to complete an inspection of such DP and/or DS and subsequent investigation, if any; provided that, Rani will target conclusion of any such inspection and investigation within [*] days of commencement of such inspection. If Celltrion disagrees with Xxxx’s conclusion with respect to the non-conformance of such DP and/or DS, Celltrion will have the right to request that Rani submit its investigation report to an independent Third-Party expert mutually agreed upon by the Parties for review. Such independent Third-Party expert will review and make a determination as to non-conformance, and such expert’s report will be shared with both Parties and its conclusion will determine conformance or non-conformance with the Specifications. The cost of such expert review will be borne by the Party whose position was contrary to the expert’s determination (i.e., Xxxx if the expert determines the DP and/or DS conformed to Specifications at the time of delivery, or Celltrion if the expert determines the DP and/or DS did not so conform at the time of delivery).
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Related to Non-Conforming DP/DS

  • Non-Conforming Product If Reliant notifies Cardinal Health during the Review Period that the Manufacturing Sample does not conform to the warranty set forth in Section 13.1 and Cardinal Health agrees with Client’s determination, Client shall not be responsible to pay for such batch (the “Defective Product”), and Cardinal Health shall, at Reliant’s option, either (A) replace any Batch of non-conforming Product, or (B) credit any payments made by Reliant for such Batch. If Cardinal Health does not agree with Reliant’s determination that such Product fails to meet the warranty set forth in Section 13.1, then after reasonable efforts to resolve the disagreement, the Parties shall cause a mutually acceptable independent third party to review records, test data and to perform comparative tests and/or analyses on the Manufacturing Sample. The results of the independent review shall be final and binding. Unless otherwise agreed to by the Parties in writing, the costs associated with such testing and review shall be borne by the non-prevailing Party. THE OBLIGATION OF CARDINAL HEALTH TO (A) REPLACE DEFECTIVE PRODUCT IN ACCORDANCE WITH THE SPECIFICATIONS OR CREDIT PAYMENTS MADE BY RELIANT FOR DEFECTIVE PRODUCT AND (B) REIMBURSE RELIANT FOR API LOST IN THE DEFECTIVE BATCH, SUBJECT TO THE LIMITATIONS IN ARTICLE 15.1, SHALL BE RELIANT’S SOLE AND EXCLUSIVE REMEDY (WITHOUT PREJUDICE TO ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.1 OR THE OBLIGATIONS OF SECTION 10.6 (RECALL)) UNDER THIS ARTICLE FOR DEFECTIVE PRODUCT AND IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

  • Non-Conforming Communications Agent and Lenders may rely upon any notices purportedly given by or on behalf of any Borrower even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any telephonic communication purportedly given by or on behalf of a Borrower.

  • Term SOFR Conforming Changes In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

  • Benchmark Replacement Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

  • Financial Covenant Required Actual Complies Adjusted Quick Ratio 1.05:1.00 ____:1.00 Yes No Maintain on a Quarterly Basis: Minimum EBITDA Fiscal Quarter End Minimum EBITDA Yes No March 28, 2014 ($17,000,000) June 27, 2014* ($27,000,000) September 26, 2014* ($12,000,000) December 26, 2014* ($8,000,000) March 27, 2015* ($3,000,000) June 26, 2015* $1.00 September 25, 2015 and thereafter* TBD *measured on a trailing two fiscal quarter basis The following financial covenant analys[is][es] and information set forth in Schedule 1 attached hereto are true and accurate as of the date this Certificate is delivered to Bank as set forth in the first line of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ADMINISTRATIVE BORROWER: AVIAT NETWORKS, INC. By: ______________________________ Name: ________________________ Title: ________________________ BANK USE ONLY Received by: _________________________ AUTHORIZED SIGNER Date: _______________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: ____________________

  • Warranty Period The warranties set forth in Clauses 12.1.1 and 12.1.2 shall be limited to those defects that become apparent within **** after Delivery of the affected Aircraft (the “Warranty Period”).

  • Required Modifications 13 Section 9.2

  • Delivery Schedule The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.

  • ADDITION, DELETION OR MODIFICATION OF FUNDS The Parties hereto may agree, from time to time, to add other Funds to provide additional funding media for the Contracts, or to delete, combine, or modify existing Funds, by amending Schedule A hereto. Upon such amendment to Schedule A, any applicable reference to a Fund, AVIF, or its Shares herein shall include a reference to any such additional Fund. Schedule A, as amended from time to time, is incorporated herein by reference and is a part hereof.

  • Reporting Covenant Required Complies Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No

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