Supply Continuity Sample Clauses
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Supply Continuity. (a) In the event Blu determines that it will not be able to supply Journey Products to Journey in material satisfaction of the most recent orders and/or Forecasts, Blu shall promptly notify Journey in writing of such determination, which notice shall provide Journey with the details on the extent of the expected shortfall of supply, the causes of such inability to supply, and Blu's proposed solution to the problem.
(b) In the event Journey reasonably believes that Blu will be unable to meet Journey's forecasts for a Journey Product for more than thirty (30) days (a "Supply Interruption"), then Journey shall have the right, upon thirty (30) days written notice to Blu ("Manufacturing Notice"), to manufacture or have manufactured by a Backup Manufacturer (as defined below) the Journey Products unless Journey has, during such thirty (30) day period (the "Assurance Period"), received reasonable evidence of Blu's ability to meet such forecasts and reasonably determined that Blu will be able to meet such forecasts ("Supply Continuity Assurance Confirmation"). Without limiting the generality of the foregoing, a Supply Interruption shall be deemed to occur if:
(i) Blu, with respect to any order of Journey Product, fails to supply, on a timely basis, at least 90% of Journey Product under such order conforming to the Journey Product Requirements;
(ii) a Force Majeure Event affecting the performance of Blu specified in Article 8 shall continue for more than sixty (60) days; or
(iii) any facility involved in manufacturing-related activities regarding the Journey Product (including, without limitation, packaging, labeling, testing, storing and release) is prohibited from, or materially adversely affected in its ability to, produce, store, or otherwise be in involved in the Manufacture or provision of such Journey Product to Journey under this. Supply Agreement by Regulatory Authorities or due to a failure to comply with Applicable Laws or cGMP.
(c) Notwithstanding anything to the contrary herein, Journey shall at any time during the Term be entitled to qualify itself, its Affiliates and/or one or more Third Parties ("Backup Manufacturers"), to manufacture Journey Products for the purpose of such Backup Manufacturers supplying Journey with Journey Product upon a Supply Interruption. Blu acknowledges that the manufacture of Journey Product by a Backup Manufacturer shall not be a violation of this Agreement or any rights of Blu or its Affiliates.
(d) Subject to Blu's right...
Supply Continuity. LIFT wishes to ensure continuity of supply should ParaZero breach its obligations under this Agreement. For such purposes, within no later than 90 days from the execution of this Agreement, the Parties shall enter into a technological escrow agreement, in a form mutually agreed by them and approved by the applicable escrow agent (the “Escrow Agreement”). In the event the Escrow Agreement is not entered into by the end of such 90 days, each Party shall be entitled to terminate this Agreement with immediate effect, by providing a written notice to that effect to the other Party, provided that such right of termination shall not be available to a Party if the reason that the Escrow Agreement is not entered into by the end of such 90 days, is primarily the result of an act or omission of such Party.
Supply Continuity. No later than [***], Supplier shall fully establish use of direct or indirect redundant facilities with respect to the manufacture of Products. The Parties will discuss in good faith coordinating Supplier’s redundant facilities with facilities of other third parties engaged by Supplier or HUMACYTE.
Supply Continuity. 9.1. Promptly following the execution of this Agreement, the Parties will make a good faith effort to execute a supplemental agreement establishing a process by which Customer obtains from Grace a world-wide, royalty-bearing, exclusive, non-transferable, and sub-licensable license to its patents covering the Product’s manufacture, including all improvements thereon, and the required technical information and Product design package thereto, sufficient to enable Customer to make, have made, manufacture, and have manufactured Product in accordance with the Specifications for an agreed-upon royalty percentage (“License Agreement”), whereby such License Agreement will come into effect upon the occurrence of any one of the following events:
(a) Customer properly terminates this Agreement pursuant to Section 8.1.1; or
(b) Customer properly terminates this Agreement pursuant to Section 8.1.2; or
(c) ▇▇▇▇▇ notifies Customer that it will cease manufacture of the Product (a “Market Exit”); or; or
(d) ▇▇▇▇▇ notifies Customer that ▇▇▇▇▇ has determined that it is not able to continue the manufacture of Product and has decided not to procure a Third-Party manufacturing entity to manufacture Product in its place.
Supply Continuity. (a) Upon […***…].
Supply Continuity. The Parties agree throughout the term of this Agreement that they shall meet as reasonably necessary to discuss and review trends in the oil and gas industry. To further the course of the transactions contemplated herein, Halliburton encourages Seller to provide Halliburton with new proposals and other new business opportunities.
Supply Continuity. Section 5 of the Agreement is amended to add a new paragraph 5(e):
Supply Continuity. At any given time, Siemens shall not terminate production of any MRI system that it is supplying to ViewRay at such time until the applicable Next Generation MRI System that will replace such existing MRI system has been fully developed and integrated into ViewRay’s then-current MR Linac product, provided that ViewRay performs the required development and integration work within a reasonable timeframe. The Avanto Supply Limit, Avanto Dot Supply Limit and Avanto Dot Upgrade Supply Limit (each as defined in Amendment 8 to the MRI Agreement), as agreed in Amendment 8 and Amendment 9 to the MRI Agreement, shall remain unchanged and unaffected by this clause.
Supply Continuity