Risk of Failure Sample Clauses

Risk of Failure. The parties recognize that risk is inherent in development efforts such as those being undertaken in this collaboration. Both parties voluntarily assume this risk. Accordingly, a failure of any HP Technology, Caliper Technology or Collaboration Product developed under this Agreement to perform as desired despite the reasonable efforts of the responsible party or parties will not be deemed to be a breach of this Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Risk of Failure. Allurion and Medtronic recognize and assume the significant risks with acceptance in the marketplace of any of the Products, and specifically and individually assume the risk that the market will fail to accept any of the Products to the level anticipated by Allurion or Medtronic at the time this Agreement is signed.
Sample 1Sample 2
Risk of Failure. Each Party recognizes and assumes the significant risks associated with designing, developing and manufacturing Developed Products or with performance of Joint Development Activities in accordance with this Agreement and the Joint Development Plan. Specifically, each Party individually assumes the risks that: (a) the Parties will not develop any Developed Catalysts, Products or processes that meet commercial requirements or the goals of the Joint Development Plan(s) or that ERS will not develop or commercialize Products that are produced utilizing a Developed Catalyst; and (b) the market will fail to accept such Developed Catalysts or such Products or the market will fail to accept such Developed Catalysts or such Products to the level anticipated by ERS or XiMo as of the Effective Date. Although ERS and XiMo will use commercially reasonable efforts to implement and execute each Joint Development Plan, no expenditures by either Party hereunder will be reimbursed because the development of any Developed Catalysts, Products, or other products or processes has been unsuccessful. EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS TO THE OTHER PARTY ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARISING OUT OF ITS PERFORMANCE UNDER THIS AGREEMENT OR ITS ATTEMPTED DEVELOPMENT OF A PRODUCT OR PROCESS PURSUANT TO THIS AGREEMENT.
Sample 1
Risk of Failure. Other than as expressly allocated in this Agreement, each Party recognizes and assumes the commercial risks associated with the Joint Objectives, the Product Offering and the Heliogen’s Base CS Technology. Each Party individually assumes the risks that:
Sample 1
Risk of Failure. The Parties recognize and assume the risks associated with designing, developing, and manufacturing Developed Product, including the risk that such Developed Product will not fulfill market expectations or customer demands.
Sample 1
Risk of Failure. 3M and IMATION recognize and assume the significant risks associated with designing, developing and manufacturing products in accordance with the Joint Development Agreement. Specifically, 3M and IMATION individually assume the risks that:
Sample 1
Risk of Failure. Each of Nabors and Vast recognizes and assumes the significant risks associated with designing, Developing and manufacturing products in accordance with the Development Plan. Specifically, Nabors and Vast individually assume the risks that:
Sample 1
AutoNDA by SimpleDocs

Related to Risk of Failure

  • Epidemic Failure Warranty Supplier warrants all Products against Epidemic Failure for a period of three years after DXC’s Acceptance. Epidemic Failure means the occurrence of the same failure, defect, or non-conformity with an Order in 2% or more of Products within any three-month period.

  • Epidemic Failure Remedy If an Epidemic Failure occurs, all costs, including but not limited to, replacement Products, parts, upgrades, materials, labor, transportation and inventory replacement arising from an Epidemic Failure shall be borne by Supplier, regardless of whether DXC initiates a field stocking recall or customer-based recall or retrofit, including Products in distributor inventory and DXC’s installed base. Supplier, at its expense, will ensure that such Products, parts or upgrades have the highest shipping priority. DXC reserves the right to procure, upon terms it deems appropriate, similar products to substitute the affected Products, and Supplier shall promptly reimburse DXC for all costs, charges, prices and fees paid in purchasing the substitute products.

  • Power Failure Power Failure means the failure of power or other utility service if the failure takes place off the "residence premises". But if the failure results in a loss, from a Peril Insured Against on the "residence premises", we will pay for the loss caused by that peril.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

  • Failure to Deliver Conversion Shares If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return to the Company the Conversion Shares issued to such Holder pursuant to the rescinded Conversion Notice.

  • Company’s Failure to Timely Deliver Securities If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s share register, the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s share register and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Warrant Shares, or a sale of a number of Warrant Shares equal to all or any portion of the number of Warrant Shares, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions and other reasonable out-of-pocket expenses, if any) for the Warrant Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii).

  • No Failure to Cure Default The Seller has not received a written notice of default of any senior mortgage loan related to the Mortgaged Property which has not been cured;

  • Effect of Failure or Delay in Requesting Compensation Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

  • Remedy for failure to insure If the Concessionaire shall fail to effect and keep in force all insurances for which it is responsible pursuant hereto, the Authority shall have the option to either keep in force any such insurances, and pay such premia and recover the costs thereof from the Concessionaire, or in the event of computation of a Termination Payment, treat an amount equal to the Insurance Cover as deemed to have been received by the Concessionaire.

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