Production Transfer Clause Samples

Production Transfer. Each Party shall use Commercially Reasonable Efforts to implement the following two-stage transfer for the Manufacture of SDC Concentrate: (a) Stage 1. By *** , the validation and qualification of ICC capability to produce SDC Concentrate within Specifications utilizing four of the original Pure reactors. (b) Stage 2. By no later than *** from the date of approved validation and qualification of Stage One, which approval shall be by written mutual consent of the Management Committee, the final installation of the remaining reactors and final transfer of all Manufacturing to the Facility.
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Production Transfer. (a) The Parties shall collaborate diligently to transfer from Altamira to Nuance and validate the manufacturing process and analytical methods required to Manufacture and release Products in accordance with the corresponding technical file(s) (the “Technical File”) to enable Manufacturing of Products within the Territory for (the Local Production. Upon request by Nuance, but not before registration of the Product in Mainland China, Altamira shall expediently provide all additional required documents relating to the Products and the manufacturing process to allow Nuance the pre-selection and pre-qualification of a potential manufacturing site for Products in the Territory (the “Nuance Site”). Based on Nuance’s documented pre-qualification, Altamira will assess the suitability of the proposed Nuance Site, which will include an audit by its own staff or a designated, appropriately qualified third party. Altamira will share its findings and assessment with Nuance and notify Nuance expediently whether it considers the proposed Nuance Site appropriately qualified or not. The costs for the Production Transfer will be borne by Nuance. Altamira will use commercially reasonable efforts to make its experience and expertise available to facilitate the preparation and implementation of the Production Transfer. (b) For avoidance of doubt, upon Production Transfer Nuance will have the right to Manufacture the Products in the manufacturing site set up by Nuance in the Territory or have any qualified third party contract manufacturing organization(s) (“CMO”) Manufacture the Products.
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Production Transfer 
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Related to Production Transfer

  • Information Transfer and Storage Supplier will use Industry Standard encryption to encrypt Accenture Data that is in transit. Supplier will also use Industry Standard encryption to restrict access to Accenture Data stored on physical media that is transported outside of Supplier facilities.

  • Valid Transfer This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Delaware and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under the Receivables Purchase Agreement. Except as otherwise provided in this Agreement and except for Liens permitted under the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Collateral of the Trust. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Notes. Upon discovery by the Seller, the Servicer, the Trust, the Owner Trustee, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties specified above, and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Noteholders, then either the Trustee or the Holders of Notes evidencing not less than a majority of the aggregate Outstanding Dollar Principal Amount of all Notes, by notice then given in writing to the Seller (and to the Trustee, the Trust, any Enhancement Providers and the Servicer if given by the Noteholders), may direct the Seller to purchase the Noteholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Payment Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.03 shall be satisfied in all material respects, and any material adverse effect on the Noteholders' Interest caused thereby shall have been cured. The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Payment Date, in payment for such purchase of the Noteholders' Interest, the Reassignment Amount for such Payment Date. Notwithstanding anything to the contrary in this Agreement, such amounts deposited in the Collection Account shall be applied in accordance with Section 706 of the Indenture and shall be allocated pro rata among the then-outstanding Series based on their respective Series Nominal Liquidation Amounts. If the Trustee or the Noteholders give notice directing the Seller to purchase the Noteholders' Interest as provided above, the obligation of the Seller to purchase the Noteholders' Interest pursuant to this Section 2.03 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.03 available to the Noteholders (or the Trustee on behalf of the Noteholders).

  • LICENSE TRANSFER Customer may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by HP. HP-branded software licenses are generally transferable subject to HP’s prior written authorization and payment to HP of any applicable fees. Upon such transfer, Customer’s rights shall terminate and Customer shall transfer all copies of the software to the transferee. Transferee must agree in writing to be bound by the applicable software license terms. Customer may transfer firmware only upon transfer of associated hardware.

  • Stop Transfer The Securities are restricted securities as of the date of this Agreement. Neither the Company nor any of its Subsidiaries will issue any stop transfer order or other order impeding the sale and delivery of any of the Securities at such time as the Securities are registered for public sale or an exemption from registration is available, except as required by state and federal securities laws.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.