Non-fulfillment Sample Clauses
The Non-fulfillment clause defines the consequences and procedures that apply when one party fails to meet its contractual obligations. Typically, this clause outlines the steps the non-breaching party may take, such as providing notice of the failure, allowing a cure period, or seeking remedies like termination or damages. Its core practical function is to allocate risk and provide a clear framework for addressing breaches, thereby ensuring both parties understand their rights and responsibilities if obligations are not met.
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Non-fulfillment. If PHARMA reasonably believes that INC is not using commercially reasonable efforts with respect to the commercialization of the Licensed Products, then PHARMA may provide to INC written notice specifying in reasonable detail the reasons for such assertion. Upon receipt of such notice, INC shall have a period of [***] days to provide to PHARMA, by written notification, evidence that INC has been using commercially reasonable efforts with respect to the commercialization of Licensed Products, or a period of [***] to cure the lack of diligence based on the reasons submitted by PHARMA (“Evidence and Cure Period”). If INC presents evidence reasonably acceptable to PHARMA that INC has used commercially reasonable efforts with respect to the commercialization of the Licensed Products, or if the lack of diligence has been cured by INC, then PHARMA’s notice shall be deemed withdrawn and of no effect. If, within such periods, INC has not presented evidence reasonably acceptable to PHARMA and has not cured such lack of diligence within such period, this will constitute a termination event according to Section 16.3.
Non-fulfillment. 2.1. In case of non-fulfillment on part of the LICENSEE in relation with the obligations undertaken under the MEMORANDUM OF AGREEMENT, it shall be subject to the corresponding sanctions. In case there are no express provisions for such sanctions, ORSNA shall determine them pursuant to the terms of the LICENSE AGREEMENT and the rules in force.
2.2. The sanctions applied for breach of the CONTRACT shall be proportional to those stipulated for similar situations in the rules in force.
Non-fulfillment. INDEMNIFICATIONS ---------------------------------
9.1 Serious Non-fulfillment. If one of the Partners (the "non-fulfilling ------------------------ Partner") shall incur in a serious non-fulfillment of this Agreement, one or more of the other Partners (the "Denouncing Partners") may notify the non- fulfilling Partner and the other Partners, reporting the incurred non- fulfillment ("Notice of Non-fulfillment") and, in such a case: (i) the non- fulfilling Partner shall have thirty (30) days as from the reception of the Notice of Non-fulfillment to cure such non-fulfillment; and (ii) the other Partners may, within an equal period of time, adhere to the Notice of Non- fulfillment, and thereby become, in turn, Denouncing Partners. During this period of thirty (30) days the Partners shall make their best effort to clear the matter to their mutual satisfaction. For the purposes of this Section 9.1, it shall only be considered serious, a non fulfillment by any Partner of its obligations under paragraph (c) of Section 8.2
Non-fulfillment. In the occurrence of disobedience to the duties taken by the BENEFICIARY, the stated in Articles 40 to 47 of the "DISPOSICOES APLICAVEIS AOS CONTRATOS DO BNDES" shall be kept in what regards Topic I of Fourteenth Clause.
Non-fulfillment. 2.2.1 If the conditions precedent in Sub-clauses 2.1.1 are not fulfilled within 14 days from the date of this Agreement (or such later date as the relevant Parties may mutually agree on):
(a) this Agreement shall automatically cease and terminate;
(b) all obligations and liabilities of the Parties under this Agreement shall cease to have effect; and
(c) none of the Parties shall have any claim against any other party in relation to this Agreement, but notwithstanding anything to the contrary in this Clause, a party shall be liable for any antecedent breach of this Agreement and continue to be liable in relation to Clause 9.
Non-fulfillment. Should any of the parties breach, refuse or fail to comply with, or shall violate, any material terms or conditions of this Agreement, said failure, omission or violation shall constitute a breach of this Agreement. In such case, the party not in breach shall notify the other party of the breach in writing providing a detailed description of the alleged breach and shall grant the other party a period of ninety (90) days to remedy said breach, if such breach is capable of being so remedied. Should the breaching party not remedy said breach within said ninety (90) days, or if such breach is not capable of being so remedied, the notifying party shall have the right to terminate this Agreement.
Non-fulfillment. In addition to its other rights, if Owner fails to perform any payment not reasonably disputed in good faith in this Agreement within 30 (thirty) days after its due date or becomes Insolvent, Contractor may suspend performance, delivery and/or the eventually affected Guaranteed Performance Commitment and/or thereafter require full or partial payment in advance. Any reasonably incurred and duly evidenced cost by Contractor in accordance with such suspension (including storage costs) shall be payable by Owner upon submission of Contractor’s invoices.
Non-fulfillment. 2.8.1. In the event CHINOIN is unable to fulfil its obligations within three (3) months from the deadline indicated in Section 2.4.2 of this Amendment Three, VIVUS will have the right to place orders with other supplier(s) in quantities not exceeding the quantity scheduled for the time in question stipulated in Section 2.7.1 of this Amendment Three until the time CHINOIN completes the fulfillment of its referred obligations. Thereafter, VIVUS will place with CHINOIN [*] of its orders for the Product until the [*] stipulated in Section 2.7.1 is delivered in full. The delay of VIVUS taking deliveries of the [*] stipulated in Section 2.4.1 for any reason will create no right for either of the Parties to change the price of this [*] as stipulated for the seventh Agreement Year in Section 2.9 of this Amendment Three. VIVUS agrees that the measures to postpone taking delivery from CHINOIN and/or to order quantities from other suppliers proportionally as stipulated in Section 2.8.1 will satisfy in full any and all of CHINOIN's obligations and VIVUS will not be entitled to claim compensations or losses due to the above delay, if any.
2.8.2. Notwithstanding Section 2.7.2 of this Amendment Three, in the event VIVUS is unable to acquire the approval of its supplement to its NDA, as described in Section 2.6 of this Amendment Three, due to reasons unquestionably not attributable to CHINOIN, VIVUS shall be obligated to take the [*] and pay their value in full. Parties agree that the lack of any question on the Product by the FDA during the Amendment approval procedure or the lack of reasons referring to the Product in a regulatory decision denying the approval are reasons unquestionably not attributable to CHINOIN without any further evidence in case of inability of VIVUS to acquire the approval in question.
Non-fulfillment. Unless specifically waived under Clause 2.3, if the condition precedents in Sub -clauses 2.1.1 are not fulfilled within 21 days after the date of this Agreement (or such later date as the relevant Parties may mutually agree on):
(a) this Agreement shall automatically cease and terminate;
(b) all obligations and liabilities of the Parties under this Agreement shall cease to have effect;
(c) if in relation to the condition precedents in Sub - clauses 2.1.1(a), (b), (d) and (i), KMP shall not have any claim against any other party in relation to this Agreement and KMP shall pay the Existing Shareholder all costs and fees incurred by the Existing Shareholder in relation to the preparation of this Agreement; and
(d) if in relation to the condition precedents in Sub-clauses 2.1.1(c), (e), (f), (g) and (h), the Existing Shareholder shall not have any claim against any other party in relation to this Agreement and the Existing Shareholder shall pay KMP all costs and fees incurred by KMP in relation to the preparation of this Agreement; but notwithstanding anything to the contrary in this Clause, a party shall be liable for any antecedent breach of this Agreement and continue to be liable in relation to Clause 9.
Non-fulfillment. There will be regular and/or periodic inspections of the Worksite’s by a Board representative(s). In the event of default or failure on the part of the Supplier/Contractor to complete the contract to the satisfaction of the Board, the Board shall provide 48 hours written notice of necessary remedial action. Should appropriate action not be taken, the Board shall take all actions necessary to complete the Work, will hold the Supplier/Contractor liable for any costs and will deduct the same from any monies due or to become due to the Supplier/Contractor on this or any contract between the Supplier/Contractor and the board.