Third Source Sample Clauses

Third Source. Clause 7 of the Elan Supply Agreement is amended by the addition of the following Clause 7.9: In the event of failures by the Manufacturer to supply Product which would, if by Elan, constitute Serious Failure to Supply or Force Majeure, then: 7.9.1 Acorda shall be entitled by written notice to Elan to require the establishment of a third source of supply of the Product (“Third Source”); 7.9.2 at Acorda’s election, the Third Source shall be either (1) another Elan facility; or (2) the facility of a third party of Acorda’s choice, reasonably acceptable to Elan; 7.9.3 if the Third Source is that of a third party, then: 7.9.3.1 Acorda shall be entitled to qualify the facility of the Third Source. For this purpose, Elan shall provide the assistance and documentation required under Clause 7.1, and subject to the same provisions. Elan, Acorda and the operator of the Third Source shall negotiate in good faith a detailed technology transfer plan and technology transfer agreement for the purposes of effecting such transfer. As between Acorda and Elan, the costs of such transfer, including work performed by Elan, shall be paid by Acorda. 7.9.3.2 Following such technology transfer, the Third Source and its operator shall be deemed to replace the Second Source and the Manufacturer respectively for all purposes of this Agreement, other than this Clause 7.9. Without prejudice to the generality of the foregoing, Acorda shall not be entitled to purchase further supplies of Product from Patheon Inc., and for the avoidance of doubt, the compensating payment referred to in Clause 9.5 shall apply in respect of Product sourced from the Third Source. Further, Acorda shall procure that Manufacturer forthwith returns, or at Elan’s option destroys, all Confidential Information of Elan in its possession or control. Further Provisions
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Related to Third Source

  • Information Sources The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received from Subcustodians and from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.

  • Other Sources Indemnitee shall not be required to exercise any rights that Indemnitee may have against any other Person (for example, under an insurance policy) before Indemnitee enforces his rights under this Agreement. However, to the extent the Company actually indemnifies Indemnitee or advances him Expenses, the Company shall be subrogated to the rights of Indemnitee and shall be entitled to enforce any such rights which Indemnitee may have against third parties. Indemnitee shall assist the Company in enforcing those rights if it pays his costs and expenses of doing so. If Indemnitee is actually indemnified or advanced Expenses by any third party, then, for so long as Indemnitee is not required to disgorge the amounts so received, to that extent the Company shall be relieved of its obligation to indemnify Indemnitee or advance Indemnitee Expenses.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Third Party Links The Services may contain links to third-party services such as third party websites, applications, or ads ("Third-Party Links"). When you click on such a link, we will not warn you that you have left the Services. The Company does not control and is not responsible for Third-Party Links. The Company provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.

  • Third Party Products and Services Any third-party hardware, software and/or services that is delivered by ResMed for use either standalone or in conjunction with ResMed products and/or services, shall be subject to the third-party terms and conditions and/or license agreements between Customer and the third party. Such third-party hardware, software and/or services is provided by ResMed "AS IS," without any warranty of any kind. Any representations or warranties as to such hardware, software and/or services shall only be as granted by the applicable third parties, if any, that accompany such products and/or software and/or services. Any representations, warranties, or other similar obligations with respect to such third-party hardware, software and/or services flow directly from the third party to Customer and ResMed shall have no responsibility at all for any such representations, warranties, obligations or lack thereof.