Delayed Deliveries Clause Samples

Delayed Deliveries. Supplier shall notify Myovant immediately if Supplier believes that it may not be able to deliver the Product(s) by the delivery date specified in the relevant Purchase Order. Upon such notice, the Parties shall discuss in good faith ways in which the delay can be avoided (or if it cannot be avoided, shortened) and Supplier shall consider and implement in good faith any reasonable suggestion by and discussion/agreement with Myovant to avoid or mitigate the delay. Notwithstanding the foregoing, unless otherwise agreed to in writing by both Parties, if Supplier delivers the Product(s) more than [***] after the delivery date specified in the relevant Purchase Order, and the failure to deliver is not as a result of a Force Majeure Event and attributable to Supplier, then Supplier shall discount the price for the affected shipment(s) of Product(s) by per each [***] period exceeding the aforementioned [***] after such delivery date, up to [***] of the price for such Product(s) over a period ending [***] after such originally specified delivery date. At Myovant’s option, any such discounted amounts under this Section 7.2.4 shall be payable to Myovant as a set-off against other payments that Myovant may ‘owe Supplier. If Supplier has not delivered such Product(s) after such [***] period has elapsed, then, in addition to any other remedies Myovant may have under this Agreement, Myovant shall be entitled to deduct the applicable RSM Option Payment (or applicable portion thereof) from any other payments that Myovant may owe Supplier. If Supplier fails to deliver Product(s) in the quantities and by the delivery dates specified in the relevant Purchase Order or based on the mutual agreement for any [***] in a Calendar Year, and the failure to deliver is not as a result of a Force Majeure Event, Myovant shall, notwithstanding anything in this Agreement to the contrary, have the right to terminate this Agreement due to a material breach by Supplier without notice or cure period. Myovant’s exercise of its rights and remedies set forth in this Section 7.2.4 shall not limit or waive any of its other rights or remedies set forth herein or which may otherwise be available in law or equity.

Delayed Deliveries. In addition to other remedies available ------------------ pursuant to the Agreement or in law or equity, should repeated, unexcused, delayed deliveries of more than three percent (3%) of an ordered quantity occur more than twelve (12) times over a calendar year period with an average delay of ten (10) business days or of one (1) single delayed delivery exceeding one (1) month, then Buyer shall be entitled to exercise its rights under the License Agreement with respect to the delayed Product or Products, and the exclusivity required for purchases by Section II.A. shall not apply to such Product or Products. Exercise of rights under the License Agreement does not by itself constitute a termination of this Agreement.

Delayed Deliveries. Takeda shall notify Myovant as soon as reasonably practicable after becoming aware that it will not be able to deliver the Drug Substance by the delivery date specified in the relevant Purchase Order as accepted in accordance with Section 6.1.3(a), and both Parties shall promptly discuss with each other the then optimal solution in good faith. If Takeda delivers Drug Substance more than [***] days after the delivery date specified in the relevant Purchase Order and such failure is not attributable to Myovant, then Takeda shall allocate inventory of Drug Substance in accordance with Section 6.5 hereof. Except as expressly set forth in this Agreement or otherwise agreed on by the Parties in writing, if Takeda materially fails to deliver Drug Substance by the delivery dates under the applicable Purchase Order(s) as accepted for [***] consecutive Calendar Quarters in a Fiscal Year, then Myovant shall have the right to terminate this Agreement pursuant to Section 18.2.1 hereof.

Delayed Deliveries. In the event that Sellers are delayed in their ability to deliver any of the Shares at Closing, they will deliver such Shares to the Company as soon thereafter as practicable, and the Company may withhold the pro-rata portion of the Purchase Price applicable to such Shares until they are delivered.

Delayed Deliveries. If the Supplier anticipates that he will not be able to deliver the Product on the Delivery Date, or perform the Services within the agreed timeframe, or otherwise becomes aware of an event that has occurred or is anticipated which may jeopardize a product delivery or fulfilment of the requirements specified by the Buyer, he shall immediately notify the Buyer stating the reason and, if possible, expected time of delivery. Failure to give such notice the Buyer shall be entitled to compensation for additional costs which he incurs and which he could have avoided with such notice. If the Supplier is unable to comply with the Delivery Date, the Buyer is entitled to liquidated damages equal to 0.5% of the purchase price for each calendar week of delay. The total liquidated damages shall not exceed 7.5% of the purchase price of the delayed Products.

Delayed Deliveries. In the event CBMX fails to meet any of the deadlines set forth in this Section 3.1 and RDG does not exercise [*] under this Agreement, [*] that any such deadline is missed, the applicable payment otherwise due and payable from RDG shall be reduced by [*]. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. License and Supply Agreement June 18th 2001 between RDG and Combimatrix

Delayed Deliveries. If a Force Majeure other than an act or omission of Customer or Customer’s agent, contractor or a person acting on Customer’s behalf (irrespective of whether such act or omission is excused) prevents Supplier from Delivering Enriched Product hereunder for more than *****, Customer shall have the option to cancel up to the quantity that Supplier has been unable to Deliver and to procure the canceled quantity of Enriched Product from another source, without cost or liability to or by Supplier. If, however, Supplier provides Notice prior to the end of such ***** period that it can resume performance before the end of such period, Customer shall take Delivery of the previously canceled quantity of Material from Supplier. If Customer elects to cancel pursuant to the first sentence of this Section 9.3, Customer's minimum commitment as specified in Article 3 for the Delivery Year in which Delivery of the delayed Enriched Product was to have been made shall be reduced accordingly. Further, the Feed Material allocated to the cancelled Delivery pursuant to Section 5.1 shall no longer be subject to such allocation, and instead, shall be returned to Customer at a Converter in North America where it can be used to procure substitute Enriched Product from a third party. If not returned to Customer within *****, Supplier shall *****.

Delayed Deliveries. 7.1 If the Supplier has reason to assume that he will not be able to meet the delivery time as agreed in the Purchase Agreement, he shall immediately notify MacGregor thereof in writing, stating the cause and estimated duration of the delay. The Supplier shall use its best endeavors to reduce the time of delay. MacGregor shall be entitled to demand the Supplier to arrange on Supplier’s cost an express transportation to limit as far as possible the effects of the late delivery. 7.2 If the agreed delivery time for the Product or for the documents pertaining thereto is exceeded and if the Supplier cannot prove that the delay is directly attributable to any circumstances which according to Section 19 are to be considered Force Majeure, ▇▇▇▇▇▇▇▇▇ shall be entitled to compensation, as liquidated damages amounting to 1% of the total purchase price for the Product ordered under the purchase order per each calendar day by which the delivery date is exceeded, the liquidated damages shall be maximum 20% the total purchase price for the Product ordered under the relevant purchase order. The abovementioned liquidated damages shall not in any way limit or exclude MacGregor’s right to full compensation of damages, or any other rights according to the Purchase Agreement or applicable law. 7.3 In addition to any other right MacGregor has according to the Purchase Agreement MacGregor is entitled to, (i) completely or partly terminate the purchase of the Product and of other Product which MacGregor does not consider having any use of due to the late delivery, and (ii) make substitute purchases from other suppliers. The Supplier shall compensate MacGregor’s direct and indirect losses, costs and damages arising out of or relating to the late delivery.

Delayed Deliveries. Notwithstanding the foregoing provisions of this Section 7.1, the US Borrower may delay the delivery of documents, agreements, certificates and opinions (including the US Subsidiary Guaranty and the US Subsidiary Security Agreement) to be executed by, delivered by or related to, respectively, the following Subsidiaries of the US Borrower until August 25, 2000, if the US Borrower certifies to the Agents that such Subsidiaries are in the process of being liquidated and the US Borrower anticipates that such liquidation will be completed on or before August 25, 2000: S & L Leasing Services, Inc., E & M Trailer Rentals, Inc. and Atlantic Equipment & Leasing Corp.