Returns of Products Sample Clauses

Returns of Products. 8.10.1 The Seller shall be responsible for and shall indemnify and hold harmless the Purchaser, in accordance with the provisions of Clause 7.4 and Clause 11, against any and all Losses that the Purchaser or any of its Affiliates may suffer (including the cost of replacement or returns of products of the Business), arising out of, relating to or resulting from products of the Business that were sold prior to the Closing and returned or claimed for credit by any customer or distributor within the first 12 (twelve) months after the Closing Date (collectively, “Returns”). All indemnification payments made pursuant to this Clause 8.10 shall be treated by the Parties as adjustments to the Cash Consideration. The Parties agree that the Purchaser shall first seek reimbursement from amounts remaining in the Holdback Amount for any indemnification payments made pursuant to this Clause 8.10.
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Returns of Products. The Vendor commits to respecting both the General Principles Regarding Process of Returned Items mentioned in part V. c. of the present contract and the Return Guidelines available in Seller point.
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Returns of Products. In addition to the other indemnification obligations set forth in this Article VIII, Medicis shall, indemnify Bioglan for any return of Products returned within two (2) years of June 1, 1999 by CVS, Walgreens and Xxxx Xxxxxx; provided that such indemnification obligation shall not exceed United States Six Hundred Thousand Dollars (US $600,000).
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Returns of Products. (a) Seller Parent shall be responsible for and shall indemnify, defend and hold harmless Buyers from and against (i) all Liabilities related to the return of Products made during the one (1) -year period following the Closing Date that relate to sales of Products made on or before the Closing; provided, however, that to the extent any returned Products are part of a lot of Products portions of which were sold both before and after the Closing Date, Seller Parent’s indemnification obligation with respect thereto under this Section 8.3(a) shall be reduced by a percentage equal to that percentage of such lot as was sold after the Closing Date.
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Returns of Products. The Vendor commits to respect the return policy as agreed by both parties for the categories of products listed by the vendor.
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Returns of Products. (a) Seller shall be responsible for and shall indemnify and hold harmless Purchaser against any and all Losses that Purchaser or any of its Affiliates may suffer (including the cost of replacement or returns of products of the Business and/or lost profits), arising out of, relating to or resulting from products of the Business that were sold prior to the Closing and returned or claimed for credit for any reason by any customer or distributor within the first twelve (12) months after the Closing Date, regardless of whether such Products are saleable by Purchaser after such return (collectively, “Returns”), if and to the extent (and only to the extent that) such Returns exceed four percent (4%) of gross sales of the products of the Business (the “Product Return Threshold Level”) within the first twelve (12) months after the Closing Date. Returns for reasons of manufacturing defect or returns initiated for breach of any specifications under applicable Law shall be also included when calculating whether the Product Return Threshold Level has been reached.
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Returns of Products. 9.9.1 The Seller shall be responsible for and shall indemnify and hold harmless the Purchaser in accordance with the provisions of Clause 13 against any and all Losses that the Purchaser may suffer (including the cost of replacement or returns of products of the Business), arising out of, relating to or resulting from products of the Business that were sold prior to the Closing and returned or claimed for credit by any customer or distributor within the first 12 (twelve) months after the Closing Date (collectively, “Returns”).
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Returns of Products. (a) Seller shall be responsible for and shall indemnify and hold harmless Buyer from and against (i) all returns of Products which returns were made after the Closing, relating to sales of Products made on or before the Closing; provided, however, that to the extent any returned Products are part of a lot of Products portions of which were sold both before and after the Closing Date, Seller’s indemnification obligation with respect thereto under this Section 7.8(a) shall be reduced by a percentage equal to that percentage of such lot as was sold after the Closing Date.
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Returns of Products. (i) Units of a Product that are returned by Vendor’s customers in accordance with applicable return policies and that are unused, undamaged, and in the original packaging shall be returned to the applicable Facility and held as Inventory in accordance with this Agreement. The Age of Inventory Sold of such returned units of that Product shall be calculated from the date that such units were delivered to the Facilities for purposes of determining the F8 Fees. Any costs of restocking such returned units of such Product shall be advanced by F8 and then reimbursed to F8 as COGS of such Product in the following distribution from the DACA Account. If not already refunded by the applicable Platform (and deducted from the amount deposited by the Platform in the DACA Account), F8 shall cause the refund of amounts in the DACA Account associated with properly returned units of the Product to the appropriate customer(s).
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Related to Returns of Products

  • Manufacture of Products All Products marketed through Grantor's Web ------------------------- Site shall be manufactured, packaged, prepared, and shipped in accordance with the specifications and requirements described on Exhibit A hereto as it may be modified from time to time. Quality control standards relating to the Product's weight, color, consistency, micro-biological content, labeling and packaging are also set forth on Exhibit A. In the event that Exhibit A is incomplete, Products shall be manufactured and shipped in accordance with industry standards.

  • Supply of Products During the term of this Agreement and any extension hereof, the Seller shall sell and supply the products as set out in Schedule 1 hereto (“Products”) to SiPM and SiPM shall buy from the Seller such Products on a non-exclusive basis. The specifications of the Products are set out in Schedule 2 hereto. SUPPLY AGREEMENT - SiPM A Supply Agreement is a document between two parties, a Supplier and a Purchaser. The Supplier can be an individual or business and is the party that " supplies," or sells, the goods to the Purchaser. The Purchaser can also be an individual or a business and is the party that purchases for its use the goods that the Supplier provides.

  • 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.

  • Delivery of Products All shipments of Products shall be made either F.O.B. Destination or F.O.B. Shipping Point as designated in the Purchase Order.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

  • Other Products After clinical or other evidence, provided in writing [***] to Company, demonstrating the practicality of a particular market or use within the LICENSED FIELD which is not being developed or commercialized by Company, Company shall either provide JHU with a reasonable development plan and start development or attempt to reasonably sublicense the particular market or use to a third party. If within six (6) months of such notification [***] Company has not initiated such development efforts or sublicensed that particular market or use, JHU may terminate this license for such particular market or use. This Paragraph shall not be applicable if Company reasonably demonstrates to JHU that commercializing such LICENSED PRODUCT(S) or LICENSED SERVICE(S) or granting such a sublicense in said market or use would have a potentially adverse commercial effect upon marketing or sales of the LICENSED PRODUCT(S) developed and being sold by Company.

  • Supply of Product Salix shall use reasonable efforts to supply the Product during the Co-Promotion Period in sufficient quantities to satisfy the levels of Product sales forecasted in the then current Marketing Plan. Salix shall maintain reasonable inventory levels of the Product in order to ensure their ability to fulfill this obligation. Salix shall have the sole responsibility and right to fill orders with respect to the Product. Altana shall not solicit orders for the Product but, if for any reason, Altana shall receive an order for the Product, Altana shall promptly forward to Salix any such orders. All orders for Product shall be subject to acceptance by Salix, in its sole discretion, which acceptance shall not be unreasonably withheld. Salix may cancel any order for Product at any time after acceptance without incurring any liability to Altana. Salix shall be solely responsible for responding to requests from Target Physicians for individual patients who need the Product but are unable to afford it. Any such request shall be forwarded by Altana to Salix for processing. Salix shall have the sole right and responsibility for establishing and modifying the terms and conditions of the sale of the Product, including (a) the price at which the Product will be sold, (b) whether the Product will be subject to trade or quantity discounts, (c) whether any discount will be provided for payments on accounts receivable, (d) whether the Product will be subject to rebates, returns and allowances or retroactive price reductions, (e) the channels of distribution of the Product, and (f) whether credit [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. is to be granted or refused in connection with any sale of Product. In the event that Salix fails to supply the Product as required pursuant to this Agreement for any reason other than a Force Majeure, which such failure results in lost sales for Altana, the Parties shall meet and attempt to negotiate a mutually agreeable and commercially reasonable solution. If the Parties cannot reach such an agreement within a reasonable period of time, the issue will be dealt with as contemplated under Section 4.4 of this Agreement.

  • Marketing of Production Except for contracts listed and in effect on the date hereof on Schedule 7.19, and thereafter either disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrower represents that it or its Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity), no material agreements exist which are not cancelable on 60 days notice or less without penalty or detriment for the sale of production from the Borrower’s or its Subsidiaries’ Hydrocarbons (including, without limitation, calls on or other rights to purchase, production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six (6) months from the date hereof.

  • Sale of Products 11.1. All Products sold to the Customer shall remain the property of Proximus until they have been paid for in full, including all charges and taxes. In case of a deterioration of the Product, the unpaid part of the sales price shall become due immediately. For as long as the Customer has not paid the Product's sales price in full, the provisions relating to product rental shall apply.

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