CESSATION OF MANUFACTURE Sample Clauses

CESSATION OF MANUFACTURE. CHANGES IN DESIGN; ALLOCATION OF PRODUCT; RELEASE OF NEW PRODUCTS Nortel expressly reserves the following rights with respect to the offer of Products to Distributor: (1) to cease manufacturing, distributing, supporting, except as provided in the "Life Cycle Support" provision in the Product Reference Guide, any Products not constituting an entire line of Products, upon **** written notice to Distributor; and (2) to cease manufacturing, distributing, supporting, except as provided in the "Life Cycle Support" provisions in the Product Reference Guide, an entire line of Products upon **** written notice to Distributor; (3) except as provided in Section 4.1.4, "Changes in Design or Manufacture", to alter the design specifications, configuration, construction, material, or manufacturing methods applicable to any Product, without notice, provided that such alteration does not materially and adversely affect the performance of the Product; and (4) to allocate limited supplies of Product among all Nortel Distributors as reasonably seems most equitable to Nortel in light of all information then available to it; and (5) to release new Products and Product improvements only pursuant to a controlled release program, and under such program to allocate such Products to and among such Nortel Distributors as Nortel, in its sole discretion, may determine.
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CESSATION OF MANUFACTURE. CHANGES IN DESIGN; ALLOCATION OF PRODUCT; RELEASE OF NEW PRODUCTS ****
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CESSATION OF MANUFACTURE. If this Agreement is terminated for any reason other than termination by Onyx pursuant to Section 10.2 or termination by XXXX for cause pursuant to Section 10.3, XXXX shall provide Onyx with the opportunity to purchase up to [*] of inventory of Product(s) at the pricing then in effect at the time of the notice of termination, with the amount of such inventory of Product(s) for such up-to-[*] period being determined with reference to the amount [*].
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CESSATION OF MANUFACTURE. MagneTek agrees that if it does not sell the PTS Division of MagneTek to the Carlyle Group and it ceases to manufacture any of the products identified on Schedule 6.1 of this Agreement, it will provide to Buyer on commercially reasonable terms all drawings, test specifications and procedures, technical data, pc board drawings, wiring, diagrams, schematic diagrams, parts lists, technical manuals and parts, specifications and other data necessary for Buyer to manufacture or arrange for the manufacture of any such product which Seller no longer manufactures.
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CESSATION OF MANUFACTURE. (a) Subject to 15.2(c)(i), after the Effective Date, all costs and expenses incurred in connection with the costs of closure, dismantling, removal and demolition of machinery, equipment and structures transferred to the Joint Venture by the FMC Group as a part of the Transferred Assets (the "FMC Equipment") down to foundation level shall be solely to the Joint Venture's account. Environmental Costs arising from the presence of Facilities Substances on or in such FMC Equipment shall be to the Joint Venture's account. Environmental Costs arising from the presence of non- Facilities Substances on or in such FMC Equipment shall be to the FMC Group's account. Environmental Costs arising from the presence of Facilities Substances and/or Non-Facilities Substances on the land under such FMC Equipment or in the subsurface, soil or groundwater under such FMC Equipment or removal of FMC Equipment below grade shall be apportioned in accordance with Article 15.2(a) above. Notwithstanding the foregoing provisions of this Article 15.11(a), all costs and expenses incurred in connection with [****************************************************** *********************************************************************** ***************************] shall be solely to FMC's account and FMC shall pay all such amounts and reimburse the Joint Venture for such amounts.
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Related to CESSATION OF MANUFACTURE

  • Supply of Materials Unless the parties otherwise agree in a Work Order, Manufacturer will supply, in accordance with the relevant approved raw material specifications, all materials to be used by Manufacturer in the performance of Services under a Work Order other than the Rhythm Materials specified in such Work Order. Rhythm or its designees will provide Manufacturer with the Rhythm Materials. Manufacturer agrees (a) to account for all Rhythm Materials, (b) not to provide Rhythm Materials to any third party (other than an Affiliate acting as a permitted subcontractor) without the express prior written consent of Rhythm, (c) not to use Rhythm Materials for any purpose other than conducting the Services, including, without limitation, not to analyze, characterize, modify or reverse engineer any Rhythm Materials or take any action to determine the structure or composition of any Rhythm Materials unless required * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. pursuant to a signed Work Order, and (d) to destroy or return to Rhythm all unused quantities of Rhythm Materials according to Rhythm’s written directions.

  • Manufacture (a) Manufacturer shall only manufacture the specific number of Products as requested by Company and at no time shall manufacture excess goods or overruns. Manufacturer shall not sell any Products bearing the Trademarks to any third parties without the express written consent of Company.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • Notification of Material Events The Company, during the period when the Prospectus is (or but for the exemption in Rule 172 would be) required to be delivered under the 1933 Act or the 1934 Act, shall notify the Representatives of the occurrence of any material events respecting its (including those of the Operating Partnership) activities, affairs or condition, financial or otherwise, if, but only if, as a result of any such event it is necessary, in the opinion of counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is (or but for the exemption in Rule 172 would be) delivered to a purchaser, and the Company will forthwith supply such information as shall be necessary in the opinion of counsel to the Company and the Underwriters for the Company to prepare any necessary amendment or supplement to the Prospectus so that, as so amended or supplemented, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is (or but for the exemption in Rule 172 would be) delivered to a purchaser, not misleading.

  • Transfer of Materials In the event Acceleron exercises its rights pursuant to Section 10.5.1, Celgene shall negotiate in good faith with Acceleron regarding Celgene transferring to Acceleron, at Acceleron’s cost, materials developed under this Agreement in the course of Developing and Commercializing Licensed Compounds or Licensed Products that are directly related to Licensed Compounds or Licensed Products to the extent provided in and in accordance with such agreement.

  • Preservation of Marks Each Assignor agrees to use or license the use of its Marks in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Marks as trademarks or service marks registered under the laws of the United States or the relevant foreign jurisdiction.

  • Manufacturing Intrexon shall have the option and, in the event it so elects, shall use Diligent Efforts, to perform any manufacturing activities in connection with the Aquaculture Program that relate to the Intrexon Materials, including through the use of a suitable Third Party contract manufacturer. To the extent that Intrexon so elects, Intrexon may request that AquaBounty and Intrexon establish and execute a separate manufacturing and supply agreement, which agreement will establish and govern the production, quality assurance, and regulatory activities associated with manufacture of Intrexon Materials. Except as provided in Section 4.1, any manufacturing undertaken by Intrexon pursuant to the preceding sentence shall be performed in exchange for cash payments equal to Intrexon’s Fully Loaded Cost in connection with such manufacturing, on terms to be negotiated by the Parties in good faith. In the event that Intrexon does not manufacture Intrexon Materials or bulk quantities of other components of AquaBounty Products, then Intrexon shall provide to AquaBounty or a contract manufacturer selected by AquaBounty and approved by Intrexon (such approval not to be unreasonably withheld) all Information Controlled by Intrexon that is (a) related to the manufacturing of such Intrexon Materials or bulk qualities of other components of AquaBounty Products for use in the Field and (b) reasonably necessary to enable AquaBounty or such contract manufacturer (as appropriate) for the sole purpose of manufacturing such Intrexon Materials or bulk quantities of other components of AquaBounty Products. The costs and expenses incurred by Intrexon in carrying out such transfer shall be borne by Intrexon. Any manufacturing Information transferred hereunder to AquaBounty or its contract manufacturer shall not be further transferred to any Third Party, including any Product Sublicensee, or any AquaBounty Affiliate without the prior written consent of Intrexon; provided, however, that Intrexon shall not unreasonably withhold such consent if necessary to permit AquaBounty to switch manufacturers.

  • Manufacture of Product Prior to commercialization of the Product, the Parties may, if appropriate for both parties, negotiate in good faith a manufacturing and supply agreement to provide for Licensor to fulfill the manufacturing requirements of Licensee for Product for sale in the European market. The cost of such manufacturing shall not be greater than * percent (*%) of the cost of any competitor cGMP contract manufacturing facility that proposes to manufacturer the Product for Licensee. * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission.

  • Distribution of Written Materials Any written materials distributed by the Trustee to the Beneficiaries pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as Holdings utilizes in communications to holders of Holdings Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary at its address as shown on the books of the Partnership. The Partnership shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense:

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

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