Nova Clause Samples
The "Nova" clause typically refers to a provision that allows for the replacement or substitution of an existing contract or obligation with a new one, effectively extinguishing the original agreement. In practice, this clause is used when parties wish to update, modify, or transfer contractual rights and obligations, such as when a new party is introduced to take over an existing party's role. The core function of a Nova clause is to provide a clear legal mechanism for changing the parties or terms of a contract without ambiguity, ensuring that all parties understand their new rights and responsibilities and preventing disputes over the status of the original agreement.
Nova. (print) Title: Member -------------------------------- Address: c/o Highland Capital Partners ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ HIGHLAND ENTREPRENEURS' FUND III LIMITED PARTNERSHIP By: HEF III, LLC, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. Nova -----------------------------------
Nova. (print) Title: Member ------------------------------------------ Address: c/o Highland Capital Partners ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ HIGHLAND ENTREPRENEURS' FUND IV LIMITED PARTNERSHIP By: By: /s/ ▇▇▇▇▇▇ ▇. Nova --------------------------------------------
Nova. Factor represents that it has the authority to enter into this Agreement and that its execution of this Agreement and its performance of its obligations hereunder will not conflict with and is not prohibited by any other agreement to which Nova Factor is a party.
Nova. (print) Title: Member -------------------------------- Address: c/o Highland Capital Partners ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ SIGNATURE PAGE TO ETOYS INC. AMENDED AND RESTATED VOTING AGREEMENT INVESTORS: HIGHLAND CAPITAL PARTNERS IV LIMITED PARTNERSHIP By: By: /s/ ▇▇▇▇▇▇ ▇. Nova -----------------------------------
Nova. Factor represents that it now has and shall maintain a full force during the term of this Agreement all federal and state pharmacy, wholesaler and other licenses or approvals required by Nova Factor to fulfill its obligations under this Agreement, except as otherwise set forth in Section 12.3, and except that Nova Factor shall not be required to maintain its licenses in any state which amends its laws and regulations to require an in-state pharmacy presence as a requirement for licensing if the new requirement would materially increase the costs incurred by Nova Factor in performing its obligations under this Agreement. Nova Factor shall provide Biogen with notice of any communications with Pharmacy licensing boards which relate to potential problems with facilities, operations or procedures used by Nova Factor in its distribution of Product, including notices of inquiries, investigations or inspections and resulting findings.
Nova. Factor shall provide to Centocor, at Centocor's request, any information reasonably required in connection with Centocor investigations relating to recalled or returned Product or any requests or investigations by or filings with governmental bodies, including the FDA or in support of Centocor's applications to the FDA. Nova Factor shall respond within two (2) business days to any reasonable requests for information by Centocor.
Nova. Factor shall use its best efforts to resolve reimbursement issues of customers who would like to purchase Product from Nova Factor. If Biogen has engaged
Nova. Factor shall carefully examine Products upon delivery and shall notify Biogen within one (1) business day of any nondelivery of a portion of a shipment or any defect in any Product which is reasonably discoverable upon visual inspection of the Product without unloading individual shipping units. Along with notice of any defect, Nova Factor shall furnish to Biogen a detailed description of the nature of the defect. Upon receipt of notice of any defect or nondelivery, Biogen, at its option, shall replace or repair any defective Product or issue Nova Factor a credit in the amount of the purchase price paid for any defective Product or replace or issue Nova Factor a credit in the amount of purchase price paid for any undelivered Product. Except as set forth in Section 16, the preceding sentence sets forth Biogen's sole liability with respect to Product defects reasonably discoverable upon visual inspection of the Product without unloading individual shipping units or with respect to Product that is not in accordance with Nova Factor's order and Section 9.1 sets forth Biogen's sole liability with respect to other Product defects and Biogen shall not be otherwise liable to Nova Factor. In the absence of written notice from Nova Factor to Biogen in accordance with the terms of this Section 3.4, a shipment of Products shall be deemed to have been delivered and accepted by Nova * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities Exchange Commission. Factor as complete and in satisfactory condition. Nova Factor shall, at Biogen's request and expense, follow Biogen's instructions to return to Biogen or Biogen's third party disposal company any Products delivered to Nova Factor which are not in compliance with the Specifications. Nova Factor shall cooperate with Biogen in investigating the cause of any defect in Product.
Nova. Factor shall at all times during the term of this Agreement and thereafter defend, indemnify and hold Biogen and its officers, directors, agents and employees harmless from and against any and all claims, suits, damages, liabilities, costs and expenses, including but not limited to court costs and reasonable attorneys' fees, incurred in connection with any third-party claim arising out of (i) the negligence or intentional misconduct of Nova Factor or any of its officers, directors, agents or employees, (ii) breach by Nova Factor of any of the terms of this Agreement, or (iii) acts of Nova Factor or any of its officers, directors, agents or employees which are outside the scope of this Agreement.
Nova. Factor shall not assign this Security Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Secured Party.