Supply Agreement Clause Samples
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Supply Agreement. Until the Parties enter into the Supply Agreement, the Parties agree to the following terms, which terms, to the extent applicable, shall be included in the Supply Agreement:
5.1. Pro-Dex will be Monogram’s exclusive manufacturer and supplier for all of the Products. Before providing any manufacturing and supply services to Monogram, Pro-Dex will provide in writing to Monogram:
(i) the reference data (from simulated use studies) used to inform the warranty period;
(ii) the framework for validating processes for receiving contaminated field units for repairs and servicing;
(iii) the price per Product, which, subject to Section 5.3, if Monogram does not agree to, shall be determined by Monogram soliciting bids for that same Product from at least three manufacturing companies that are (a) mutually agreed upon by Monogram and Pro-Dex, (b) ISO 13485 qualified, (c) registered with the FDA, and (d) in compliance with the FDA’s Quality System Regulation (the “Qualified Manufacturers”). The higher of (x) the average of the bids provided by the Qualified Manufacturers and (y) the median of the bids shall be the “Qualified Manufacturer Bid”. After obtaining the Qualified Manufacturer Bid, Pro-Dex will have the right to manufacture and supply that Product at the lesser of (i) one hundred and fifty percent (150%) of the Qualified Manufacturer Bid or (ii) the original bid submitted by Pro-Dex. If Pro-Dex does not elect to manufacture and supply that Product on such terms, Monogram may outsource the manufacturing and supply of that Product to a Qualified Manufacturer selected by Monogram and subject to Pro-Dex’s approval (not to be unreasonably withheld); and
(iv) the lead time required by Pro-Dex to deliver the manufactured Products to Monogram, which, if Monogram does not agree to, shall be determined by Monogram soliciting lead time bids for that same Product from at least three Qualified Manufacturers. The higher of (x) the average of the bids provided by the Qualified Manufacturers and (y) the median of the bids shall be the “Qualified Lead Time Bid”. After obtaining the Qualified Lead Time Bid, Pro-Dex will have the right to supply the Products with a lead time equal to the lesser of (i) two hundred percent (200%) of the Qualified Lead Time Bid or (ii) the original bid submitted by Pro-Dex. If Pro-Dex does not elect to manufacture and supply that Product at such lead times, Monogram may outsource the manufacturing and supply of that Product to a Qualified Manufactu...
Supply Agreement. During the period of two (2) years following the Trigger Date (the “Tail Period”), if a member of the Newco Group (the “Newco Purchaser”) reduces in any given six-month period (which period starts at any point of time after the Trigger Date) the GE Sourcing Costs Share with respect to any Seller Good that it purchases from a member of the GE Group (the “GE Supplier”) pursuant to the Supply Agreement by thirty percent (30%) as compared to the GE Sourcing Costs Share with respect to such Seller Good purchased from GE Supplier in the most recently completed calendar year prior to the Trigger Date, and the GE Supplier (a) has available capacity to supply such Seller Good pursuant to the Supply Agreement and (b) is not in material breach of the Supply Agreement (which such breach is incapable of being satisfied or cured by the GE Supplier within thirty (30) calendar days following receipt of written notice from the Newco Purchaser of such breach), then Section 1 shall no longer restrict the GE Supplier from selling such Seller Good during the remainder of the Tail Period. Upon reasonable request from the applicable GE Supplier, Newco shall, or shall cause the applicable Newco Purchaser to, provide to the applicable requesting GE Supplier, in reasonable detail, the GE Sourcing Costs Share with respect to applicable time periods. For purposes of this Section 4, “GE Sourcing Costs Share” means the quotient of (a) the amount of the sourcing costs incurred by the Newco Purchaser with respect to any Seller Good (as defined in the Supply Agreement) purchased by the Newco Purchaser from the GE Supplier in any given period of time divided by (b) the aggregate amount of the sourcing costs incurred by the Newco Group with respect to such Seller Good purchased by the Newco Group from the GE Group and third party suppliers in the same period of time.
Supply Agreement. The Supply Agreement shall not have been terminated by the Borrower or any other Loan Party and shall remain in full force and effect;
Supply Agreement. Within one hundred eighty (180) days after ---------------- the Effective Date, the Parties shall negotiate and agree in good faith a supply agreement relating to supply to GSK of its worldwide commercial requirements of API Compound incorporating the Standard Terms and relevant other terms relating to specifications and quantities required. The Parties acknowledge that Product Suppliers engaged by Adolor will carry out such manufacture and supply on Adolor's behalf. Upon receipt of such API Compound, GSK shall have thirty (30) days to perform the Testing Protocol to determine if such API Compound conforms to the specifications and GSK shall promptly notify Adolor of any API Compound that does not conform to the specifications.
Supply Agreement. Contractor shall use its best efforts to maintain uninterrupted relationships with refineries, pipelines, terminals, and other sources of fuel supply and distribution through supply agreements necessary to supply Purchasers with the total quantity of required fuel for the life of the contract. These relationships and agreements must support the State of Washington’s Fuel Product’s needs.
Supply Agreement. Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.
Supply Agreement. Buyer and Seller, or their respective affiliates shall on or before Closing enter into the Supply Agreement attached hereto as Exhibit A.
Supply Agreement. Purchaser shall have delivered to Seller the Supply Agreement, executed by Purchaser.
Supply Agreement. None of the Loan Parties will terminate the Supply Agreement prior to the later to occur of the Amortization Commencement Date or the satisfaction in full of the Borrower's purchase commitments under the Supply Agreement.
Supply Agreement. The Seller must have executed and delivered to the Buyer the Supply Agreement.