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Testing
Testing contract clause examples

Testing. Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises only if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such

Specifications; Testing. For Work Orders for GMP Manufacturing, WuXi ATU shall Manufacture Product in accordance with the Batch Records and assess (through testing and Batch record review) whether such Product conforms to the Specifications established for such Product and as set forth in the applicable Work Order.

Product Testing. TRIS shall conduct, or cause to be conducted, all physical parameters and in-process testing with respect to each batch of a Product to be supplied pursuant hereto prior to delivery thereof to AYTU. Prior to release to AYTU, TRIS shall perform quality control testing at its own expense on representative samples of each batch of Product to determine/verify it meets Product Specifications. TRIS will provide AYTU with each shipment of Product, a Certificate of Analysis certifying the Product has met Product Specifications. TRIS shall retain a sample of each batch tested for at least the shelf life of such batch, or such longer period as may be required by cGMP.

Inspection/Testing. In order to assess Seller’s work quality, conformance with Buyer’s specifications and compliance with this Order, including but not limited to Seller’s representations, warranties, certifications and covenants under this Order, upon reasonable notice by Buyer, all: # goods, materials and services related in any way to the goods and services purchased hereunder (including without limitation raw materials, components, intermediate assemblies, work in process, tools and end products) shall be subject to inspection and test by Buyer and its customer or representative at all times and places, including sites where the goods and services arc created or performed, whether they arc al premises of Seller, Seller’s suppliers or elsewhere; and # of Seller’s books and records relating to this Order shall be subject to inspection by Buyer. If any inspection, test, audit or similar oversight activity is made on Seller’s or its suppliers’ premises, Seller shall, without additional charge: # provide al! reasonable access and assistance for the safely and convenience of the inspectors and # take all necessary precautions and implement appropriate safety procedures for the safety of Buyer’s personnel while they are present on such premises. If Buyer’s personnel require medical attention on such premises, Seller will arrange for appropriate attention, If in Buyer’s opinion the safety of its personnel on such premises may be imperiled by local conditions, Buyer may remove some or all of its personnel from such premises, and Buyer shall have no responsibility for any resulting impact on Seller or its suppliers. If specific Buyer and/or Buyer’s customer tests, inspection and/or witness points are included in this Order, the goods shall not be shipped without an inspector’s release or a written waiver of test/inspection/witness with respect to each such point; however, Buyer shall not be permitted to unreasonably delay shipment; and Seller shall notify Buyer in writing at least twenty (20) days prior to each of Seller’s scheduled final and, if applicable, intermediate test/inspection/witness points. Buyer’s failure to inspect, accept, reject or detect defects by inspection shall neither relieve Seller from responsibility for such goods or services that are not in accordance with the Order requirements nor impose liabilities on Buyer.

On a specific date to be determined following the end of each fiscal quarter to be reasonably agreed by the Borrower and the Administrative Agent, but in no case within thirty (30) days prior to the last day of any fiscal quarter (each such date, a “Valuation Testing Date”), the Administrative Agent, through an independent valuation provider selected by the Administrative Agent (the “Independent Valuation Provider”), will test the values as of such Valuation Testing Date determined pursuant to [Section 5.12(b)(ii)] above of those Portfolio Investments included in the Borrowing Base selected by the Administrative Agent. The fair value of such Portfolio Investments tested as of any Valuation Testing Date shall be equal to or greater than the Tested Amount (as defined below).

Notwithstanding the foregoing, the Administrative Agent, individually or at the request of the Required [[Consenting Lenders:Organization]], shall at any time have the right to request, upon reasonable notice to the Borrower and at reasonable times and intervals, any Portfolio Investment included in the Borrowing Base with a value determined by the Borrower pursuant to [Section 5.12(b)(ii)] to be independently tested by the Independent Valuation Provider. There shall be no limit on the number of such tests that may be requested by the Administrative Agent. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of the IVP Supplemental Cap in any 12-month period.

Testing by WuXi ATU. The Product Manufactured under this Agreement will be Manufactured in accordance with the Graphite Process, and with cGMP (if applicable under the Work Order). ​.

Repair, Maintenance and Testing. [[Tenant:Organization]] shall, at [[Tenant:Organization]]’s sole cost and expense maintain and repair and improve, in accordance with the Management Standard, and pursuant to the specifications set forth in Exhibit K attached hereto (to the extent applicable to [[Tenant:Organization]] Maintenance Responsibilities), those portions of the Building and Premises (inclusive of improvements, fixtures and furnishings) which are [[Tenant:Organization]] Maintenance Responsibilities. [[Landlord:Organization]] shall have the right to reasonably modify and amend the terms and conditions of Exhibit K attached hereto, from time to time, provided that [[Landlord:Organization]] shall consult with [[Tenant:Organization]] prior to any such modification. [[Tenant:Organization]] shall comply with all Applicable Laws in connection with the [[Tenant:Organization]] Maintenance Responsibilities. At [[Landlord:Organization]]’s option, if [[Tenant:Organization]] fails to comply with its obligations, as required in this Article 7, [[Landlord:Organization]] may, after written notice to [[Tenant:Organization]], and after affording [[Tenant:Organization]] a reasonable time period within which to conduct such repair or improvement, and after providing [[Tenant:Organization]] a second notice setting forth [[Landlord:Organization]]’s intention to engage in self-help (except in the event of an emergency, in which case no notice to [[Tenant:Organization]] shall be required), but need not, perform such obligations, and [[Tenant:Organization]] shall pay [[Landlord:Organization]] the reasonable cost thereof, including a reasonable percentage of the cost thereof sufficient to reimburse [[Landlord:Organization]] for all overhead, general conditions, fees and other costs or expenses arising from [[Landlord:Organization]]’s involvement with such actions by [[Landlord:Organization]] forthwith upon being billed for same.

For the second calendar month immediately following the end of each fiscal quarter (the last such period ended is referred to herein as, the “Testing Period”), commencing with the period ending on May 31, 2023, the Administrative Agent shall have the right to cause an Approved Third-Party Appraiser selected by the Administrative Agent to value such number of Unquoted Investments ((x) included in the Borrowing Base as of the end of such Testing Period or at any time between the end of such Testing Period and the end of the immediately preceding Testing Period, in each case, unless such Portfolio Investment is no longer in the Collateral Pool pursuant to a transaction permitted hereunder and # selected by the Administrative Agent) that collectively have an aggregate Value approximately equal to the Calculation Amount. The Administrative Agent agrees to notify the Borrower of the Unquoted Investments selected by the Administrative Agent to be tested in each Testing Period. If there is a difference between the Borrower’s valuation and the Approved Third-Party Appraiser’s valuation of any Unquoted Investment, the Value of such Unquoted Investment for Borrowing Base purposes shall be established as set forth in sub-clause (F) below.

Nondiscrimination testing as described in Code §401(a)(4) and the applicable Regulations. (4) Coverage testing as described in Code §410(b) and the applicable Regulations.

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