Rejection and Replacement of API Sample Clauses

Rejection and Replacement of API. Osm Kft shall have the right, in accordance with the procedures specified in this Section 4.6, to reject any volume of API supplied to it hereunder if such API does not constitute Conforming API. Osm Kft shall inspect all API received by it from Mallinckrodt and if, within thirty (30) days of the date of receipt of such API, Osm Kft has not given written notice to Mallinckrodt rejecting any such API (which notice will provide a reasonably detailed description of the reason for such rejection), such API will be deemed to have been accepted for all purposes hereof, subject to Section 4.7. In the event Osm Kft provides a timely rejection notice to Mallinckrodt with respect to any given volume of API and Mallinckrodt does not give written notice to Osm Kft within thirty (30) days after its receipt of any such rejection notice that it disagrees with Osm Kft’s rejection of such API, API that is the subject of such rejection notice shall be deemed to have been rejected for all purposes hereof. If, however, within thirty (30) days of its receipt of any rejection notice from Osm Kft, Mallinckrodt, reasonably and in good faith, disagrees that any particular volume of API was properly rejected by Osm Kft, Mallinckrodt shall provide notice of such disagreement to Osm Kft setting forth the reasons for its disagreement. If, within a reasonable period of time after the date of any notice of disagreement given by Mallinckrodt (not, in any event, to exceed thirty (30) days), the Parties are unable to resolve any dispute relative to the rejection of any particular volume of API, the matter will be referred to an independent third party expert acceptable to both Parties whose decision as to whether or not any such API was properly rejected shall be final and binding on the Parties. If the independent third party expert determines the API in question constituted Conforming API, then such API shall be deemed to have been accepted by Osm Kft for all purposes hereof. If the independent third party expert determines the API in question did not constitute Conforming API or if the Parties have previously agreed such API was properly rejected, then Mallinckrodt shall, at the option of Osm Kft, either refund or credit Osm Kft for any amounts payable hereunder for such API or promptly replace the rejected API with Conforming API, Any properly rejected API shall, at the option of Mallinckrodt, either be returned to Mallinckrodt or destroyed by Osm Kft in an environmentally responsible ...
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Rejection and Replacement of API. 4.3.1 Inspection by XERIS. XERIS, or its designee, shall have [***] following its receipt of a shipment of API to reject such API on the grounds that all or part of the shipment fails to conform to the applicable Specifications or otherwise fails to conform to the warranties given by BACHEM in Section 9.2, which rejection shall be accomplished by giving written notice to BACHEM summarizing the manner in which all or part of such shipment fails to meet the foregoing requirements. The foregoing inspection obligation will not prevent XERIS from enforcing any rights under this Agreement if Latent Defects in the API are discovered after the [***] inspection period as set forth herein, so long as XERIS informs BACHEM in writing immediately, but no later than [***] after its discovery and within the original retest date for any API delivered. XERIS shall be responsible for storage and handling the API in accordance with the Specifications upon delivery.
Sample 1Sample 2
Rejection and Replacement of API. 4.3.1 Inspection by RAPTOR. RAPTOR and/or its designee shall have [*****] following its receipt of a shipment of API to reject such API on the grounds that all or part of the shipment fails to conform to the applicable Specifications or otherwise fails to conform to the warranties given by CAMBREX in Section 9.2, which rejection shall be accomplished by giving written notice to CAMBREX summarizing the manner in which all or part of such shipment fails to meet the foregoing requirements. - 6 - 4.3.2
Sample 1
Rejection and Replacement of API 
Sample 1Sample 2Sample 3See All (4)

Related to Rejection and Replacement of API

  • Assignment and Replacement The Servicer acknowledges and agrees that in the event that the Master Servicer resigns as Master Servicer under this Agreement, any successor master servicer has the right to assume the Master Servicer's rights and obligations and to enforce the Servicer's obligations under this Agreement.

  • Removal and Replacement of Directors (a) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

  • Removal and Replacement Except as otherwise required by statute, the Note Trustee may by writing or by deed remove a Receiver and appoint another in its place or to act with a Receiver and the Note Trustee may apply to the court for an order removing an administrative receiver.

  • Replacements and Replacement Reserve (a) Borrower shall cause Mortgage Borrower to comply with all of the terms and conditions set forth in Section 7.3 of the Mortgage Loan Agreement.

  • Resignation and Removal of Escrow Agent Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to the parties or may be removed, with or without cause, by the parties, acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days' prior written notice to Escrow Agent as provided herein below. Upon any such notice of resignation or removal, the representatives of the Investor(s) and the Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000.00. Upon the acceptance in writing of any appointment of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Relevant Time, (a) Vector shall, or shall cause a member of the Vector Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Vector Retained Liabilities and (b) Spinco shall, or shall cause a member of the Spinco Group to, Assume all the Spinco Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Relevant Time, (iii) where or against whom such Liabilities are asserted or determined, or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Vector Group or the Spinco Group, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

  • Termination and Replacement of Financial Institution The Financial Institution may terminate its rights and obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee under the Indenture. The Grantor may terminate the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution. No termination of the Financial Institution will be effective until new Collateral Accounts are established with, and the cash and other financial assets credited to the Collateral Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under this Agreement or a similar agreement.

  • Effect of Replacement Should the Owner have provided a Replacement Airframe and Replacement Engines, if any, as provided for in Section 4.05(a)(i), (i) the Lien of this Trust Indenture shall continue with respect to such Replacement Airframe and Replacement Engines, if any, as though no Event of Loss had occurred; (ii) the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Trust Indenture the replaced Airframe and Engines, if any, by executing and delivering to the Owner such documents and instruments as the Owner may reasonably request to evidence such release; and (iii) in the case of a replacement upon an Event of Loss, the Mortgagee shall assign to the Owner all claims the Mortgagee may have against any other Person arising from the Event of Loss and the Owner shall receive all insurance proceeds (other than those reserved to others under Section 4.06(b)) and proceeds from any award in respect of condemnation, confiscation, seizure or requisition, including any investment interest thereon, to the extent not previously applied to the purchase price of the Replacement Airframe and Replacement Engines, if any, as provided in Section 4.05(d).

  • Term of Agreement; Resignation and Removal of the Administrator (a) This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate.

Time is Money Join Law Insider Premium to draft better contracts faster.