Termination Rights shall have the meaning assigned to such term in Section 11.5.
Termination Rights. Material default by other party not cured within 60 days after notice. Exogen's responsibilities: Manufacturing, shipment FOB New Jersey to S&N, product training to S&N's sales personnel, product warranty work at Exogen's expense, provision of up to 100 demonstration units annually at standard manufacturing cost plus 25%, maintenance of U.S. regulatory approvals, CE mark, quality registrations and U.X. intellectual property rights in good standing. S&N's Sales, marketing, promotion and distribution. S&N responsibilities: to be responsible for [****]. S&N to provide reasonable follow-up contact with physicians and patients. Minimum Number of Units requirements to be negotiated in good faith. S&N to pay for Products within 30 days of shipment. ------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. i Transfer prices: Transfer prices to be established for first 4 years as set forth on the following chart based on average selling price of [****] provided that transfer prices to be renegotiated during such 4-year period in good faith if the average selling prices increases or decreases by more than 15%. See following table: Year 1 Year 2 Year 3 Year 4 ------ ------ ------ ------ Annual Sale Price [*****] [*****] [*****] [*****] Manufacturing Cost [*****] [*****] [*****] [*****] Transfer Price [*****] [*****] [*****] [*****] Other terms: Parties to explore in good faith bona fide opportunities for jxxxx xxxxxacturing (provided such opportunity does not result in material adverse financial consequences to either party). If parties agree to such an arrangement, parties to share equally any manufacturing costs savings that are achieved. SCHEDULE 6A TERMS AND CONDITIONS OF GLOBAL STOCKING DISTRIBUTION AGREEMENT General: S&N to have exclusive distribution rights (subject to the provisions of Section 6(a)(i) of this Agreement) for the sale, promotion and marketing of Products in all countries other than Japan and with respect to China, Korea and Taiwan, subject to Teijin Limited's distribution rights pursuant to an undated one page letter from Exogen to Teijin ("Letter Agreement").Upon written notice from S&N of its intention to exercise its distribution rights in one or more of China, Korea and Taiwan (subject only to Teijin's rights under the Letter Agreement, Exogen will notify Teijin Limited and commence negotiations with respect ...
Termination Rights. Material default by other party not cured within 60 days after notice. Exogen's Manufacturing, shipment FOB New Jersey to S&N, responsibilities: product training to S&N's sales personnel, product warranty work at Exogen's expense, provision of up to 100 demonstration units annually at standard manufacturing cost plus 25%, maintenance of regulatory approvals, CE mark, quality registrations and intellectual property rights in good standing, except as S&N may be responsible in accordance with the next succeeding paragraph. S&N's Sales, marketing, promotion and distribution. responsibilities: Minimum Number of Units requirements to be negotiated in good faith for the first two (2) years of the term and shall be negotiated in good faith at least six months prior to each year thereafter. The Minimum Number of Units requirement shall be determined based upon relevant criteria on a country-by-country basis or on a multiple country basis including: the number of orthopaedic surgeons; the number of fractures; population; reimbursement; regulatory approvals and status; and S&N experience with trauma products. Use diligent efforts to obtain and maintain, at S&N's expense, import, regulatory and reimbursement approvals in any country (other than France, Germany and Holland) where S&N wishes to commence distribution. S&N to pay for Products within the time period to be negotiated in good faith (principally based on the expected reimbursement cycle) on a country by country basis or on a multiple country basis, depending upon the arrangement. S&N to be responsible for pre-certifying, arranging shipping, invoicing and making collections from patients and/or their insurers. S&N to provide reasonable follow-up contact with physicians and patients. Transfer prices: To be negotiated in good faith on a country-by-country basis or on a multiple country basis, prices to be established for the first three years based on an estimated average selling price and manufacturing cost (taking into account the projected market size, reimbursement levels, competition and other relevant factors) and to be renegotiated in good faith during such three-year period if the average selling price increases or decreases by more than 15%. All payments will be made in U.S. Dollars. Other terms: Parties to explore in good faith bona fide opportunities for jxxxx xxxxxacturing (provided such opportunity does not result in material adverse financial consequences to either party). If parties agree to such ...
Examples of Termination Rights in a sentence
See, e.g., Sections 1.3 (Duty to Exploit), 1.4 (Covenants), 8.6 (Inspection of 3 Books and Records), 8.8 (Periodic Adjustment), 10.2 (Termination for Cause), 10.3 (Other 4 Termination Rights), 15 (Confidentiality), and 16.11 (Dispute Resolution).
If NGP notifies Licensee that it has licensed the NG Marks for or intends to directly operate Expedition Cruises in the 295-530 Passenger Segment, Licensee will have the right to terminate this Agreement as set forth in Section 29.7 (Special Licensee Termination Rights) below.
Termination pursuant to this Section 29.7 (Special Licensee Termination Rights) shall be effective three and one-half (3.5) years after Licensee’s written notice of termination (or if the Parties agree that the wind-down period can be completed sooner during such time, such shorter period).
DISCHARGE OF INDENTURE 93 Section 12.1. Satisfaction and Discharge of Indenture 93 Section 12.2. Application of Issuer Money 94 Section 12.3. Repayment of Moneys Held by Paying Agent 94 Section 12.4. [Reserved] 94 Section 12.5. Final Payment 94 TABLE OF CONTENTS (continued) Page Section 12.6. Termination Rights of Issuer 95 Section 12.7. Repayment to the Issuer 96 ARTICLE 13.
Any purported License Transfer without such approval shall be deemed null and void, and this Agreement shall be subject to termination in accordance with Section 29.4(c) (NGP General Termination Rights).
More Definitions of Termination Rights
Termination Rights. Material default by other party not cured within 60 days after notice. Exogen's Manufacturing, shipment FOB New Jersey to S&N, responsibilities: product training to S&N's sales personnel, product warranty work at Exogen's expense, provision of up to 100 demonstration units annually at standard manufacturing cost plus 25%, maintenance of U.S. regulatory approvals, CE mark, quality registrations and intxxxxctual property rights in good standing, except as S&N may be responsible in accordance with the next succeeding paragraph. S&N's Sales, marketing, promotion and distribution. responsibilities: Minimum Number of Units requirements to be negotiated in good faith for the first two (2) years of the term and shall be negotiated in good faith at least six months prior to each year thereafter. The Minimum Number of Units requirement shall be determined based upon relevant criteria on a country-by-country basis or on a multiple country basis including: the number of orthopaedic surgeons; the number of fractures; population; reimbursement; regulatory approvals and status; and S&N experience with trauma products. Use diligent efforts to obtain and maintain, at S&N's expense, import, regulatory and reimbursement approvals in any country (other than U.S., France, Germany and Holland) where S&N wishes to commence distribution. S&N to pay for Products within the time period to be negotiated in good faith on a country-by-country basis or on a multiple country basis, depending on the distribution arrangement. S&N to be responsible for pre-certifying, arranging shipping, invoicing and making collections from patients and/or their insurers. S&N to provide reasonable follow-up contact with physicians and patients. Transfer prices: To be negotiated in good faith; prices to be established for the first three years based on an estimated average selling price and manufacturing cost (taking into account the projected market size, reimbursement levels, competition and other relevant factors) and to be renegotiated in good faith if the average selling prices increase or decrease by more than 15% during such three-year period. All payments will be made in U.S. Dollars. SCHEDULE 7 TERMS AND CONDITIONS TO SERVE AS THE BASIS FOR GOOD FAITH NEGOTIATIONS Any such agreement that involves the formation of a joint venture would contemplate (i) administration of the joint venture by a board consisting of an equal number of representatives of S&N and Exogen, (ii) contribution by Exogen of suc...
Termination Rights means the rights of both parties to end the contract early. Termination means the early end of the contract after the appropriate notice from you or us. Terms and Conditions means the clauses contained in this Contract.
Termination Rights. In addition to the provisions of Clause 19 of the Agreement, Expleo shall be entitled to terminate this Work Order if: [details]
Termination Rights means the rights granted for Seller's ------------------ benefit to secure Buyer's performance obligations in the event Seller terminates this Agreement pursuant to Section 11.1(a) (iii).
Termination Rights. The Initial Backstop Participants may terminate the Put/Call Agreement if (i) the Bankruptcy Court has not entered an order approving the Put/Call Agreement, the exhibits attached thereto, and the payment of the Commitment Fee and such order has not become a final order by March 31, 2008; (ii) the Commitment Fee is not paid within three (3) business days of the date when due; and (iii) if (a) the Bankruptcy Court has not entered the Confirmation Order, (b) such Confirmation Order has not become a final order, and (c) the Effective Date have not all occurred by June 30, 2008 (the "Termination Deadline").
Termination Rights. With respect to CSCF, for cause, with reasonable written notice and reasonable opportunity for Valencia to cure; for convenience, with 12 months written notice; and with 45 days written notice in the event CSCF experiences a material and significant decrease in the funding it receives from the State of Florida.