Product Agreements Sample Clauses
Product Agreements. This Agreement is structured so that a Product Agreement may be entered into by the parties for the manufacture of a particular Product or multiple Products at a Patheon manufacturing site. Each Product Agreement will be governed by the terms and conditions of this Agreement unless the parties to the Product Agreement expressly modify the terms and conditions of this Agreement in the Product Agreement. Unless otherwise agreed by the parties, each Product Agreement will be in the general form and contain the information set forth in Appendix 1 hereto.
Product Agreements. The parties may also terminate a Product Agreement in the circumstances (if any) set out in such Product Agreement or the associated Product Schedule.
Product Agreements. Each validly executed Product Agreement shall constitute a separate binding contract, subject to these Terms and Conditions, the relevant Product Schedule(s). Each Product Agreement shall have effect on and from the date of acceptance by Arrow of the relevant Product Agreement. The duration (including any minimum period), renewal, termination and expiry of each Product Agreement shall, subject to Clauses 2.3 and 2.4, be as set out in such Product Agreement.
Product Agreements. None of the Borrower or any of the Subsidiaries will enter into any amendment with respect to any existing Product Agreement or enter into any new Product Agreement that contains (a) any provision that permits any counterparty other than the Borrower or any of the Subsidiaries to terminate such Product Agreement for any reason related to the insolvency or change of control of the Borrower or any of the Subsidiaries or assignment of such Product Agreement by the Borrower or any of the Subsidiaries, (b) any provision which restricts or penalizes a security interest in, or the assignment of, any Product Agreements, upon the sale, merger or other Disposition of all or a material portion of a Product to which such Product Agreement relates, or (c) any other provision that has or is likely to adversely affect, in any material respect, any Product to which such agreement relates or any Secured Party’s rights hereunder.
Product Agreements. The Borrower and any of the Subsidiaries will make commercially reasonable efforts not to enter into any (i) amendment with respect to any existing Product Agreement or (ii) new Product Agreement that contains (a) any provision that permits any counterparty other than the Borrower or any of the Subsidiaries to terminate such Product Agreement for any reasons related to the insolvency or change of control of the Borrower or any of the Subsidiaries or assignment of such Product Agreement by the Borrower or any of the Subsidiaries, (b) any provision which restricts or penalizes a security interest in, or the assignment of, any Product Agreements, upon the sale, merger or other disposition of all or a material portion of a Product to which such Product Agreement relates, or (c) any other provision that has or is likely to adversely effect, in any material respect, any Product to which such agreement relates or to the Lender’s rights hereunder.
Product Agreements. (a) A Product Agreement comes into force when a Service Order is signed in accordance with clause 6.1 by:
(1) the Agency as principal;
(2) by the Treasurer as principal for the benefit of, on behalf of, the Agency pursuant to section 6.14 of the GSF Act; or
(3) by the Agency on behalf of another Agency if the first mentioned Agency is authorised by the second mentioned Agency to act on its behalf, and the Service Provider, or the terms and conditions of the Product Agreement are otherwise agreed and a binding Product Agreement is in effect.
(b) The terms and conditions of the Product Agreement consist of:
(1) all of the provisions of this Agreement, which relate to an Agency or a Product Agreement, or both, and all of the Service Provider’s representations, warranties, obligations and other commitments under this Agreement, save to the extent that any of them are expressed as a representation, warranty, obligation or other commitment to the State only in its capacity as a Party to this Agreement, or the context requires that they are given to the State only in its capacity as Party to this Agreement; and
(2) subject to clause 6.3, any additional provisions or variations to this Agreement agreed between the Agency and the Service Provider in writing in a Service Order or otherwise.
Product Agreements. None of Holdings or any its Subsidiaries will enter into any amendment with respect to any existing Product Agreement or enter into any new Product Agreement that contains (a) any provision which restricts or penalizes a security interest in, or the assignment of, any Product Agreements, upon the sale, merger or other disposition of all or a material portion of a Product to which such Product Agreement relates or (b) any other provision that has or is likely to adversely effect, in any material respect, any Product to which such agreement relates or to the Administrative Agent or any Lender’s rights hereunder.
Product Agreements. The Borrower and its Subsidiaries will use commercially reasonable efforts not to enter into any (i) amendment with respect to any existing Product Agreement or (ii) new Product Agreement, in each case that contains (a) any provision which restricts or penalizes a security interest in, or the assignment of, any Product Agreements, upon the sale, merger or other disposition of all or a material portion of a Product to which such Product Agreement relates, or (b) any other provision that has or is likely to adversely affect, in any material respect, the Lender’s rights hereunder.
Product Agreements. The Borrower and each of the Subsidiaries will exercise commercially reasonable efforts not to enter into any (i) new Product Agreement that contains (a) any provision that permits any counterparty other than the Borrower or any of the Subsidiaries to terminate such Product Agreement for any reasons related to the change of control of the Borrower or any of the Subsidiaries or assignment of such Product Agreement by the Borrower or any of the Subsidiaries, or (b) any provision which restricts or penalizes a security interest in, or the assignment of, any Product Agreements, upon the sale, merger or other disposition of all or a material portion of a Product to which such Product Agreement relates or (ii) amendment with respect to any existing Product Agreement to the extent the amendment would add to such existing Product Agreement either of the provisions in the foregoing clause (a) or (b).
Product Agreements. None of Holdings, the Borrower or any of the Subsidiaries will enter into any amendment with respect to any existing Product Agreement or enter into any new Product Agreement that contains (a) any provision that permits any counterparty other than Holdings, the Borrower or any of the Subsidiaries to terminate such Product Agreement for any reason related to the insolvency or change of control of the Borrower or any of the Subsidiaries or assignment of such Product Agreement by Holdings, the Borrower or any of the Subsidiaries, (b) any provision which restricts or penalizes a security interest in, or the assignment of, any Product Agreements, upon the sale, merger or other Disposition of all or a material portion of a Product to which such Product Agreement relates, or (c) any other provision that has affected or is reasonably likely to adversely affect, in any material respect, any Product to which such agreement relates or any Secured Party’s rights hereunder.