Supply Disruption Sample Clauses

Supply Disruption. If VIVUS is unable to supply confirmed orders to Purchaser with respect to the quantity or the delivery date (a “Supply Disruption”), or if VIVUS believes that a Supply Disruption is reasonably likely to occur based on Purchaser’s confirmed and/or forecasted orders, VIVUS shall provide Purchaser with prompt written notice of such inability or belief. In the event of a Supply Disruption, VIVUS shall be obliged to allocate the available Product among Purchaser and any other licensees and/or authorized distributors of Product worldwide, *** based on the volume of Product orders of Purchaser and such other licensees and distributors. The “volume of Product orders” will be calculated based on (a) orders for Product that were delivered during the preceding *** or that are then in transit (excluding in each case any orders where payment therefor is delinquent), and (b) the binding portion of any outstanding purchase orders or forecasts. In the event of a Supply Disruption, notwithstanding Section ‎2.1(c), Purchaser shall be permitted to obtain from another source the quantities of Product that VIVUS is unable to supply. In the absence of gross negligence or willful misconduct, this Section ‎2.8 describes Purchaser’s sole and exclusive remedy, and VIVUS’ sole and exclusive liability, for any Supply Disruption; provided, that if VIVUS actually recovers direct contract damages from its Third Party manufacturer or supplier in connection with a Supply Disruption, VIVUS shall pass through to Purchaser its allocable portion (which shall be calculated and allocated *** based on the volume of Product orders of Purchaser and such other licensees and distributors, as described above in this Section ‎2.8) of such recovery amount. In the event of any Supply Disruption that results in more than *** percent (***%) of ordered Product in any *** period arriving at the delivery location more than *** after the intended delivery date, Purchaser shall be relieved of any further obligation during the then-current *** to purchase the Minimum Purchase Obligation for ***; provided that to the extent any such Supply Disruption results in the delivery of any such quantity of Product after *** of the relevant ***, such late-delivered quantities shall be credited against the Minimum Purchase Obligation of the immediately following ***. In the event a Supply Disruption affects the quantities of Product available for Commercialization in a subsequent ***, the Parties will meet and negotiate i...

Supply Disruption. In the event that Athersys is materially unable, at any time, to fulfill its obligation to supply Clinical Development Candidates or Cell Therapy Products in a timely manner, as required hereunder, for any reason (a “Supply Disruption”), Athersys shall promptly notify Angiotech of such Supply Disruption and the estimated extent of such Supply Disruption (including the anticipated delay time and the quantity of Clinical Development Candidate or Cell Therapy Product involved). Athersys shall use its Commercially Reasonable Efforts to cure the Supply Disruption as soon as practicable. In the event that such Supply Disruption is expected to continue for at least three (3) months from the date of such notification, Angiotech shall have the right to have the Clinical Development Candidate or Cell Therapy Product (as applicable) manufactured by itself or by a Third-Party supplier/manufacturer, and Athersys shall cooperate and use its Commercially Reasonable Efforts to transfer to Angiotech (or Angiotech’s designee) all Athersys Intellectual Property (including, without limitation, Athersys Stem Cell Technology and production and manufacturing technology) that is necessary or useful to enable Angiotech to establish (or be) a source for supply of the Clinical Development Candidate or Cell Therapy Product (as applicable). In addition, Athersys shall teach and instruct personnel of Angiotech (or Angiotech’s designee) how to obtain appropriate raw materials and how to reproduce the production and manufacturing processes and techniques used by Athersys for production and manufacturing of the Clinical Development Candidate or Cell Therapy Product (as applicable).

Supply Disruption. 10.1 The parties acknowledge that TRONOX will have periodic planned maintenance outages and that during any such outage TRONOX will not be able to deliver TiCl4 to RTI. In order to ensure the uninterrupted supply of TiCl4 to RTI during any such outage, and without limiting the obligation of TRONOX to provide RTI with an uninterrupted supply of TiCl4, RTI agrees to construct, install and maintain storage tanks on the RTI Facility with an aggregate capacity equal to or greater than a ten (10) days’ supply of TiCl4, and TRONOX agrees to maintain storage capacity of not less than a two (2) days’ supply TiCl4 in the two feed tanks situated downstream from the TiCl4 purification columns in the TRONOX Plant. The parties acknowledge the purpose of the storage capacity is to provide a supply reserve for RTI during any planned or unplanned outage, and RTI agrees to only use the supply reserve for such purposes, and as an in-line buffer to balance minor daily imbalances between TRONOX supply and RTI consumption of TiCl4. In the event TRONOX is unable to supply TiCl4 for a period, for any reason not set forth in Article 19 (Force Majeure), immediately at such time as TRONOX recommences production, TRONOX is obligated to supply the volume of TiCl4 required to support the RTI daily production rate and begin to replenish the ten (10) days’ supply reserve in an expeditious manner. Should the down time extend such that the ten (10) days’ supply reserve is exhausted, TRONOX is obligated to have alternate supply in place to satisfy RTI‘s daily production rate. In the event of a total disruption of the supply of TiCl4, and once the ten (10) days’ supply reserve is exhausted, TRONOX is obligated to secure TiCl4 from other sources as described in Section 10.2. RTI is obligated to receive whatever quantity is necessary to replenish the ten (10) days’ supply reserve immediately at such time as TRONOX recommences TiCl4 production. For purposes of this Agreement, the parties agree that a one (1) day of supply of TiCl4, in Tons, equals no less than the RTI Quarterly Estimate for the given Quarter divided by ninety (90) days. 10.2 In the event of an unplanned outage or sustained planned outage that may jeopardize the continuous operation of the RTI Facility, or if TRONOX otherwise fails to sell and deliver the requested quantities of TiCl4 to RTI, except for the reasons set forth in Article 19 (Force Majeure), TRONOX will secure TiCl4 from an alternate TiCl4 facility, which may or ma...

Supply Disruption. 21.1. All or part of the Products and/or the Services to be delivered and/or performed, according to the present Contract are produced, delivered, performed in, and/or sourced from areas that are or may become affected by shortages or interruption or delay in the transportation or procurement of raw materials, power and/or components (“Circumstances”). Such Circumstances, even if known at the time of issuing or signing the present Contract, may trigger stoppage, hindrance, or delays in Neways’ ability to produce, deliver, perform and/or source the raw material , components, Products and/or Services. Consequently, notwithstanding any other provision of the Contract or order: The delivery and/or performance schedule and/or lead times shall be deemed to be indicative and are provided for information purposes only. Neways shall inform the Customer of any changes. Such Circumstances shall be considered as a cause for excusable delay. Neways shall not be liable for any claims, costs or losses resulting from such delays including, without limitation, for delay penalties, liquidated or other damages. In addition, such delays shall not constitute grounds for termination for default. 21.2. If such Circumstances render the performance of the Contract or order burdensome and/or more onerous for Neways (including increased costs to perform), both Parties shall meet to adjust the Contract or order conditions, including pricing and scheduling conditions. In the event that the Parties are unable to agree such adjustments within 30 days of a request for a meeting from Neways,

Supply Disruption. If Customer has the right pursuant to Section 2.7 to purchase Product from third parties due to a Failure, each batch of Product ordered from such third parties shall be deemed a batch of Product ordered under this Agreement for purposes of satisfying the minimum order quantity in Section 5.1(b). In addition, if during any Calendar Year, Supplier is unable to supply [****] batches of Product due to delays or supply shortages described in Section 2.6, Force Majeure, or any other reason, then the minimum order quantity requirement of Section 5.1(b) shall be waived for such Calendar Year.

Supply Disruption. Time is of the essence for this Agreement. Seller shall notify the relevant Purchasing Affiliate immediately in the event that Seller anticipates any delay in deliveries hereunder to the Purchasing Affiliate. In the case of supply disruptions affecting Seller's ability to supply Specified Glass Containers to a particular Purchasing Affiliate from Seller's primary glass plant for such Purchasing Affiliate as set forth in Schedule C on a timely basis, Seller shall supply Specified Glass Containers to such Purchasing Affiliate from a

Supply Disruption. In the event of an emergency or other temporary disruption in the supply of milk from any Select Member Farm Supplier to fairlife, fairlife may, to the extent necessary, use milk supplied from other farms that are members of the Select cooperative that have not been confirmed to be in compliance with the terms of the Stipulated Injunction until the emergency or temporary disruption has been resolved, but in no event longer than sixty (60) days. Notwithstanding the foregoing, if the emergency or temporary disruption in the supply of milk from the Select Member Farm Supplier to fairlife has not been resolved within the 60-day period notwithstanding good faith efforts to do so, and if fairlife continues to require milk supplied from other farms that are members of the Select cooperative that have not been confirmed to be in compliance with the terms of the Stipulated Injunction in light of the emergency or temporary disruption in the supply of milk from the Select Member Farm Supplier to fairlife, fairlife shall notify Class Counsel as soon as practicable, and the parties shall negotiate an extension or other resolution in good faith, with the assistance of the Monitor if necessary.