Replacement; Refund Sample Clauses

Replacement; Refund. The following additional rights will apply to a Permanent Engagement only:
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Replacement; Refund. In the event of any Recall or Seizure of Drug Product arising out of or resulting from FFFC’s supplying defective API or other breach of this Agreement by FFFC, FFFC shall, if and as elected by Cempra, and in addition to any other obligations of FFFC under the terms of this Agreement available to Cempra for any breach of this Agreement by FFFC, either:
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Replacement; Refund. If such a claim is made or appears possible, NCCD may, using reasonable business judgment, either secure Customer’s right to continue to use SafeMeasuresB by modifying or replacing the portion of SafeMeasuresB that is the basis for the claim so that such portion of SafeMeasuresB is no longer infringing, or NCCD may provide Customer with a credit equal to the portion of previously paid Reporting Service Fee prorated to the remainder of the Term or Renewal Term of the Agreement.
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Replacement; Refund. In the event of any Recall or Seizure of Final Product, i) if such Recall or Seizure of Final Product is [ ] arising out of or resulting from [ ], STA shall, in addition to the obligations of STA under this Agreement, and [ ], reimburse FibroGen for: [ ]; and ii) if such Recall or Seizure of Final Product is arising out of or resulting from [ ], STA shall, in addition to the obligations of STA under this Agreement, and [ ], be responsible to reimburse FibroGen [ ].
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Replacement; Refund. In the event of any recall or seizure of Product arising out of or resulting from FAI's failure to manufacture a Product in accordance with reasonable expectations in following the master batch record, Specifications and GMP, FAI shall, at the election of SYNOVICS, either:
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Replacement; Refund. The cost of any Recall shall be borne by FibroGen, and FibroGen shall reimburse Catalent for expenses incurred in connection with any Recall, in each case except to the extent such Recall is caused by Catalent's breach of its manufacturing obligations under this Agreement or Catalent's violation of Applicable Laws or its negligence or willful misconduct, in which case Catalent shall bear [ ].
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Replacement; Refund. In the event of any Recall or Seizure of Final Product arising out of or resulting from Lonza's supplying defective Bulk Product Component or other breach of this Agreement by Lonza, Lonza shall, at the election of Altus, and in addition to the obligations of Lonza under Article 3 and the other terms of the Agreement, either:
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Replacement; Refund. Upon delivery of the Product, Purchaser shall have [**] to inspect the Product and shall notify NEB in writing of any defect or non-conformity. Should no such notice be provided by Purchaser, the Products shall be deemed accepted, unless a defect or non-conformity which could not have been reasonably detected upon diligent inspection of the Product is found thereafter, in which case a warranty claim may be made during the applicable valid warranty period pursuant to Section 6.3. Upon a non-conformity or defect being reported, NEB shall organize the replacement of the non-conforming Products, at NEB’s expense. The return or destruction of non-conforming Products shall be organized and paid for by NEB and at NEB’s discretion. Should the parties disagree on the conformity of a Product with its specifications, the Parties shall hire, upon mutual agreement, an external neutral consultant to assess said Products and their conformity with the required specifications. The findings of such consultant shall be binding upon the Parties and the expenses of the consultant shall be paid by the losing Party, as well as the fees for stocking of the alleged non-conforming Products.
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Related to Replacement; Refund

  • Replacement Reserve (a) The Mortgaged Property is currently managed by Residence Inn by Marriott, Inc. (“Marriott”), pursuant to that certain Amended and Restated Management Agreement dated as of August 28, 2002, as amended by that First Amendment to Amended and Restated Management Agreement dated November 10, 2004, between AHM RES II Limited Partnership and Marriott (together, the “Marriott Management Agreement”). If the Marriott Management Agreement is terminated, then, as additional security for the Debt, Mortgagor shall establish and maintain a repair and replacement reserve (the “Replacement Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the repair, replacement and maintenance of the furniture, fixtures and equipment at the Mortgaged Property and the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, carpets, appliances, fixtures, furnishings, elevators and mechanical and HVAC equipment and such other work as Mortgagor deems necessary or appropriate (collectively, the “Repairs”). Upon the termination of the Marriott Management Agreement, all funds held by Marriott thereunder in the Repairs and Equipment Reserve (as defined in the Marriott Management Agreement) and attributable to the Mortgaged Property shall be immediately assigned to Mortgagee and deposited into the Replacement Reserve. The Replacement Reserve shall be maintained for so long as this Mortgage continues in effect after the termination of the Marriott Management Agreement; provided, however, no monthly deposits will be required to the Replacement Reserve if and for so long as the Mortgaged Property is managed pursuant to a Management Agreement (as hereinafter defined) subsequently entered into in accordance with the provisions of Section 1.30 hereof. If deposits to the Replacement Reserve are required hereunder, deposits shall be made on each monthly Payment Date under the Note, concurrently with and in addition to the monthly payments due under the Note. Deposits to the Replacement Reserve, when required, shall be in an amount equal to five percent (5.0%) of the gross revenues of the Mortgaged Property based upon the most recent annual balance sheets and statement of operations for the Mortgaged Property. Notwithstanding the foregoing, if a Management Agreement reserves funds for Repairs in an amount less than five percent (5%) of the gross revenues of the Mortgaged Property as calculated above, then a Replacement Reserve deposit shall be required in an amount equal to the difference between such Management Agreement reserve percentage and five percent (5%) of the gross revenues of the Property as calculated above. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing such Repairs within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor that the applicable item of Repair has been completed; (b) the delivery to Mortgagee of invoices, receipts, cancelled checks or other evidence reasonably satisfactory to Mortgagee, verifying the cost of performing the Repairs; (c) for disbursement requests with individual items in excess of $50,000.00, the delivery to Mortgagee of affidavits, lien waivers, cancelled checks or other evidence reasonably satisfactory to Mortgagee showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $50,000.00, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Repairs and verifying the completion of the Repairs and the value of the completed Repairs; and (e) for disbursement requests costing in excess of $50,000.00, delivery to Mortgagee of a new certificate of occupancy or local equivalent for the portion of the Improvements covered by such Repairs, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any ninety (90) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Repairs of the Mortgaged Property. In the event that such inspection reveals that further Repairs of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Repairs and Mortgagor shall respond within thirty (30) days of such request, and, thereafter, Mortgagor shall make such Repairs as may be mutually agreed upon by Mortgagor and Mortgagee and within such time period as may be mutually agreed upon. Funds contained in the Replacement Reserve shall be placed in an interest-bearing account upon receipt and interest thereon credited to Mortgagor as provided in Section 4.31 hereof.

  • Replacement The term “

  • Replacement Parts Replacement parts for goods purchased by Buyer are for the purpose of this Section defined as “Parts” (and are also considered “goods” under this Order). Unless specified otherwise by Buyer in writing, Supplier shall provide Parts (or upon Buyer’s written consent, an alternative replacement part that provides the same form, fit and function as the Part(s)) for a period of twenty (20) years after production of the goods (into which the applicable Parts are incorporated) ceases. Supplier shall continue to supply such Parts past the twenty (20) year period if Buyer orders at least twenty (20) Parts per year during such twenty-year period. The prices for any Parts purchased in the first two (2) years of the twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set up charges shall be permitted by Supplier or paid by Xxxxx during this two-year period. Thereafter, the prices for Parts shall be negotiated based on Supplier’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the twenty-year period, Supplier shall continue to maintain in good working condition all Supplier-owned tooling required to produce the Parts and shall not dispose of such tooling without offering Buyer the right of first refusal to purchase such tooling.

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