Supply Interruption. UBI shall pursue commercially reasonable efforts to manufacture and supply each Product and, under a Failure to Supply condition, to take all commercially reasonable steps to mitigate interruption of supply of such Product to Siemens, and Siemens shall provide reasonable cooperation and consultation to UBI in connection therewith. Without limiting the generality of the foregoing: (a) If *[REDACTED] Failures to Supply occur in any period of *[REDACTED] (with the understanding that multiple Failures to Supply Products specified in a single Purchase Order shall be considered a single Failure to Supply for purposes of this Section 3.15(a)) and at either party’s request, UBI and Siemens shall promptly (and in any event within 30 days after the * [REDACTED]) convene a meeting of their respective quality and other representatives to discuss the causes of such Failures to Supply and potential steps to be taken to address the causes of such Failures of Supply or otherwise to reduce the risk of future Failures to Supply. * Confidential portion has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (b) Subject to Section 3.15(c): (i) if at any time UBI anticipates a future condition or event which for any reason (including an end of life condition for any Product material) is likely to result in a Failure To Supply situation or prevent the timely supply of Product in accordance with this Supply Agreement, UBI shall give written notice to Siemens promptly after UBI first anticipates such future condition or event and as far in advance of the anticipated occurrence thereof as practicable; and (ii) if at any time UBI experiences a condition or event which for any reason (including an end of life condition for any Product material) is likely to result in a Failure To Supply situation or prevent the timely supply of Product in accordance with this Supply Agreement, UBI shall give written notice to Siemens of the occurrence of such condition or event within 24 hours, or as promptly as practicable, after the occurrence thereof. In either case, UBI will promptly advise Siemens of the nature and probable duration of such condition or event and the nature, timing and anticipated effect of remedial actions being undertaken or planned by UBI to prevent, mitigate, reverse, eliminate and/or otherwise address such condition or event. Siemens shall provide reasonable cooperation and consultation to UBI in connection therewith. (c) In the case of a Force Majeure event that results or is likely to result in a Failure to Supply situation or other failure to timely supply Products (including, without limitation, in the circumstances described in Section 1.11(e) hereof), UBI shall, as promptly as reasonably practicable under the circumstances, provide written notice of such Force Majeure event to Siemens, including the nature of such event or condition, and, to the extent known to UBI at such time, the probable duration of such event or condition, remedial actions being undertaken, planned or evaluated by UBI, and the timing and anticipated effect of such remedial actions. As promptly as practicable after UBI delivers any such notice, appropriate representatives of the parties (including, but not limited to, their quality representatives) shall consult with each other regarding the foregoing matters in good faith. In addition, except as set forth in Section 3.15(c)(ii) below, as promptly as practicable, and in any event within 90 days after delivery of such notice, UBI shall deliver to Siemens a plan and timeline for remedial actions to be taken by UBI (a “Remediation Plan”), which plan shall be subject to Siemens’ approval (such approval not to be unreasonably withheld, conditioned or delayed), and Siemens shall promptly, and in any event within 30 days, after Siemens’ receipt of the Remediation Plan, review and consider such Remediation Plan reasonably and in good faith and respond to UBI in accordance with either Section 3.15(c)(i) or Section 3.15(c)(iii) below (as applicable). (i) If UBI proposes and Siemens approves (such approval not to be unreasonably withheld, conditioned or delayed) such Remediation Plan within 30 days after UBI’s delivery thereof to Siemens, UBI shall use commercially reasonable efforts to implement such Remediation Plan on the timeline specified therein and shall keep Siemens manufacturing and quality personnel regularly informed of the progress and results of such implementation. (ii) If, as a result of consultation between UBI and Siemens as described in the first paragraph of this Section 3.15(c), the parties mutually agree in good faith that remedial actions by UBI are infeasible due to the magnitude or anticipated duration of such Force Majeure event, or are likely to require more time to implement than would effecting a Manufacturing Know-How and technology transfer to Siemens, then the parties shall promptly effect such Manufacturing Know-How and technology transfer to Siemens either pursuant to Section 3.6 or pursuant to Section 3.21, as agreed by the parties, provided that if the parties are unable to agree on which of such sections will apply within 30 days of agreeing that Manufacturing Know-How and technology transfer should be effected, then Siemens shall have the deciding vote. (iii) If UBI delivers a Remediation Plan to Siemens as described in Section 3.15(c), but Siemens, acting reasonably and in good faith, determines to reject such Remediation Plan, then (A) Siemens shall deliver written notice to UBI of such rejection within 30 days after UBI’s delivery of the Remediation Plan to Siemens, which notice shall include a reasonably detailed description of the basis for such rejection by Siemens, and (B) the Escrow Release Condition set forth in Section 1.11(e) hereof shall be deemed to have occurred, and Siemens may exercise its rights under Section 3.6.
Appears in 1 contract
Supply Interruption. UBI shall pursue commercially reasonable efforts to manufacture and supply each Product and, under a Failure to Supply condition, to take all commercially reasonable steps to mitigate interruption of supply of such Product to Siemens, and Siemens shall provide reasonable cooperation and consultation to UBI in connection therewith. Without limiting the generality of the foregoing:
(a) If *[REDACTED] Failures to Supply occur in any period of *[REDACTED] (with the understanding that multiple Failures to Supply Products specified in a single Purchase Order shall be considered a single Failure to Supply for purposes of this Section 3.15(a)) and at either party’s request, UBI and Siemens shall promptly (and in any event within 30 days after the * *[REDACTED]) convene a meeting of their respective quality and other representatives to discuss the causes of such Failures to Supply and potential steps to be taken to address the causes of such Failures of Supply or otherwise to reduce the risk of future Failures to Supply. * Confidential portion has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(b) Subject to Section 3.15(c):
(i) if at any time UBI anticipates a future condition or event which for any reason (including an end of life condition for any Product material) is likely to result in a Failure To Supply situation or prevent the timely supply of Product in accordance with this Supply Agreement, UBI shall give written notice to Siemens promptly after UBI first anticipates such future condition or event and as far in advance of the anticipated occurrence thereof as practicable; and
(ii) if at any time UBI experiences a condition or event which for any reason (including an end of life condition for any Product material) is likely to result in a Failure To Supply situation or prevent the timely supply of Product in accordance with this Supply Agreement, UBI shall give written notice to Siemens of the occurrence of such condition or event within 24 hours, or *[REDACTED] as promptly as practicable, after the occurrence thereof. In either case, UBI will promptly advise Siemens of the nature and probable duration of such condition or event and the nature, timing and anticipated effect of remedial actions being undertaken or planned by UBI to prevent, mitigate, reverse, eliminate and/or otherwise address such condition or event. Siemens shall provide reasonable cooperation and consultation to UBI in connection therewith.
(c) In the case of a Force Majeure event that results or is likely to result in a Failure to Supply situation or other failure to timely supply Products (including, without limitation, in the circumstances described in Section 1.11(e) hereof), UBI shall, as promptly as reasonably practicable under the circumstances, provide written notice of such Force Majeure event to Siemens, including the nature of such event or condition, and, to the extent known to UBI at such time, the probable duration of such event or condition, remedial actions being undertaken, planned or evaluated by UBI, and the timing and anticipated effect of such remedial actions. As promptly as practicable after UBI delivers any such notice, appropriate * Confidential portion has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. representatives of the parties (including, but not limited to, their quality representatives) shall consult with each other regarding the foregoing matters in good faith. In addition, except as set forth in Section 3.15(c)(ii) below, as promptly as practicable, and in any event within 90 days *[REDACTED] after delivery of such notice, UBI shall deliver to Siemens a plan and timeline for remedial actions to be taken by UBI (a “Remediation Plan”), which plan shall be subject to Siemens’ approval (such approval not to be unreasonably withheld, conditioned or delayed), and Siemens shall promptly, and in any event within 30 days, after Siemens’ receipt of the Remediation Plan, review and consider such Remediation Plan reasonably and in good faith and respond to UBI in accordance with either Section 3.15(c)(i) or Section 3.15(c)(iii) below (as applicable)*[REDACTED].
(i) If UBI proposes and Siemens approves (such approval not to be unreasonably withheld, conditioned or delayed) such Remediation Plan within 30 days after UBI’s delivery thereof to Siemens, UBI shall use commercially reasonable efforts to implement such Remediation Plan on the timeline specified therein and shall keep Siemens manufacturing and quality personnel regularly informed of the progress and results of such implementation[REDACTED].
(ii) If, as a result of consultation between UBI and Siemens as described in the first paragraph of this Section 3.15(c), the parties mutually agree in good faith that remedial actions by UBI are infeasible due to the magnitude or anticipated duration of such Force Majeure event, or are likely to require more time to implement than would effecting a Manufacturing Know-How and technology transfer to Siemens, then the parties shall promptly effect such Manufacturing Know-How and technology transfer to Siemens either pursuant to Section 3.6 or pursuant to Section 3.21, as agreed by the parties, provided that if the parties are unable to agree on which of such sections will apply within 30 days of agreeing that Manufacturing Know-How and technology transfer should be effected, then Siemens shall have the deciding vote[REDACTED].
(iii) If UBI delivers a Remediation Plan to Siemens as described in Section 3.15(c), but Siemens, acting reasonably and in good faith, determines to reject such Remediation Plan, then (A) Siemens shall deliver written notice to UBI of such rejection within 30 days after UBI’s delivery of the Remediation Plan to Siemens, which notice shall include a reasonably detailed description of the basis for such rejection by Siemens, and (B) the Escrow Release Condition set forth in Section 1.11(e) hereof shall be deemed to have occurred, and Siemens may exercise its rights under Section 3.6[REDACTED].
Appears in 1 contract