Notification and Cure Sample Clauses

Notification and Cure. LABS must first notify MASIMO of its intent to cancel the exclusivity under Section 4.7.1. MASIMO shall have ninety (90) days to cure its failure to take commercially reasonable efforts to develop or market such devices. If MASIMO has not cured its failure within such period, LABS may terminate the exclusivity on written notice to MASIMO of such termination. In the event that LABS and MASIMO disagree as to whether MASIMO is reasonably marketing such devices, the Party shall submit the disagreement to an independent three-member panel (the “Panel”). Each Party shall select one member of the Panel, and the two members shall select a third member. No Panel member may be an employee, officer, director, or owner of any shares of either Party, or related to any employee, officer, director or owner of any shares of either Party, or otherwise affiliated with either Party such that such affiliation would tend to influence such person’s ability to independently evaluate this issue. The determination of the Panel shall be binding upon the Parties, and the cost of the proceedings are born by the losing party.
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Notification and Cure. Tenant represents, warrants and covenants to Landlord that Tenant will immediately notify Landlord and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to compliance with environmental laws. Tenant will, at its sole cost, promptly cure and have dismissed with prejudice any such actions. Tenant will keep the Premises free of any lien imposed pursuant to any environmental laws.
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Notification and Cure. Landlord and Tenant each represents, warrants and covenants to the other that it will immediately notify the other and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to compliance with environmental laws. With respect to any spill or discharge of hazardous materials caused by Tenant, its agent or employees, contractors and suppliers, Tenant will, at its sole cost, (a) promptly cure and have dismissed with prejudice any such actions, resulting from such spill or discharge and (b) keep the Premises free of any lien imposed pursuant to any environmental laws, as a result of such spill or discharge.
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Notification and Cure. If Gilead fails to supply Territory Combination Product for which it has received a Firm Order in accordance with this TDA, [*] then the matter shall be referred to the Executives for resolution pursuant to Section 2.4 of the Collaboration Agreement; provided that subsection 2.4(b) thereof shall not apply to such resolution. 6.4
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Notification and Cure. Seller shall promptly notify Parent and Merger Sub of any event of fact known or which becomes known to Seller prior to Closing, which causes any of the Seller Entities’ representations, warranties, covenants or agreements contained under this Agreement to be untrue or breached. Seller shall use its reasonable best efforts to cure before the Closing, to the extent curable and within their control, any event, transaction or circumstance occurring after the date of this Agreement that causes or will cause any such covenant or agreement of any Seller Entity under this Agreement to be breached or that renders or will render inaccurate any such representation or warranty of a Seller Entity contained in this Agreement. No notice given pursuant to this Section 6.18. shall have any effect on (a) the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining the satisfaction of any condition contained herein or (b) any right indemnity hereunder.
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Notification and Cure. Upon the happening of any Event of Default under this Section 9, the non-defaulting party shall notify the defaulting party in writing, and the defaulting party shall have thirty (30) days to cure the Event of Default. If the defaulting party fails to cure the Event of Default within thirty (30) days, the non-defaulting party may terminate this Agreement.
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Notification and Cure. If Gilead fails to supply any Territory Combination Product for which it has received a Firm Order in accordance with this JDA, either (a) for a period of thirty (30) days or longer after the Delivery date set forth in such Firm Order due to its breach of this JDA, or (b) for any period after such Delivery date due to a Force Majeure Event that is reasonably anticipated to prevent Gilead from supplying Territory Combination Product (either such failure, a “Failure to Supply”), Xxxxxxx may provide written notice thereof to Gilead requesting a plan to fully restore the supply of Territory Combination Product. Within ten (10) Business Days after receipt of such notice, Gilead shall propose a plan to restore, within an additional ninety (90) calendar days, the supply of Territory Combination Product in accordance with this JDA by production at a facility (or facilities) of Gilead or its Affiliate and/or at a CMO engaged by Gilead (or its Affiliate). Upon either Party’s request, the Parties shall meet, within ten (10) Business Days following Xxxxxxx’x receipt of the proposed restoration plan, to discuss and attempt to agree on the restoration plan. If the Parties are unable to agree on the restoration plan, then the matter shall be referred to the Executives for resolution pursuant to Section 20.6.1 of the Collaboration Agreement.
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Notification and Cure. The State must report any deficiencies in the Deliverables to Contractor in writing within sixty (60) days of performance of the Contract in order to receive warranty remedies. The State may correct any Deficiencies with respect to any Deliverable or cure any Contractor default under this Agreement without prejudice to any other remedy it may have if Contractor fails to correct such Deficiencies as required in this Agreement or if Contractor otherwise defaults or fails to set a cure period to perform any provision of the Agreement within the time period specified in a notice of default from the State. The State may provide or procure the services reasonably necessary to correct any Deficiencies or cure any Contractor default, in which event Contractor shall reimburse the State for the actual costs incurred by the State for such services (or for the reasonable value of the time expended by any State employees who provide such services). In addition, Contractor shall cooperate with the State or any Third Parties retained by the State who assist in curing such default, including by allowing access to any pertinent materials or work product of Contractor; provided, however, Contractor shall not be required to provide access to its Confidential Information to any Third Party unless such Third Party has executed a written confidentiality agreement with the State containing restrictions against disclosure.
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Related to Notification and Cure

  • Notification and Distribution of Materials The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

  • Notification of Infringement Each party agrees to provide written notice to the other party promptly after becoming aware of any infringement of the Patent Rights.

  • Notification by Agent The Agent shall, as promptly as practicable after the Bid Rate Quotes are submitted (but in any event not later than 10:30 a.m. (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction or (y) on the date three Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction), notify the Borrower of the terms (i) of any Bid Rate Quote submitted by a Lender that is in accordance with Section 2.2.(c) and (ii) of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Lender with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by the Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. The Agent’s notice to the Borrower shall specify (A) the aggregate principal amount of the Bid Rate Borrowing for which offers have been received and (B) the principal amounts and Absolute Rates or LIBOR Margins, as applicable, so offered by each Lender (identifying the Lender that made each Bid Rate Quote).

  • Notification of litigation The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager, any Ship or the Earnings or the Insurances of any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

  • Notification by Administrative Agent The Administrative Agent shall notify the Company of each Lender’s determination under this Section no later than the date 15 days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding Business Day).

  • Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.

  • Notification, Curing Breach The Sub-Adviser shall use its best efforts to cooperate with the Adviser in curing any regulatory or compliance breaches or breaches of this Agreement as promptly as possible. The Sub-Adviser will notify the Adviser as soon as reasonably practicable upon detection of any breach by the Sub-Adviser of the 1940 Act, the Governing Documents, the Procedures, the Strategy or this Agreement.

  • Notification and Defense of Claim Not later than thirty (30) days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of the commencement thereof:

  • Notification by Borrower Borrower will promptly give Notice to Lender of the occurrence of any Default or Event of Default hereunder or under any of the other Loan Documents. Borrower will also promptly give Notice to Lender of any claim of a default by Borrower, or any claim by Borrower of a default by any other party, under any property management contract or any Lease.

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

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