Commercial Principles. Each Party agrees to use commercially reasonable efforts to develop, implement and follow collaborative strategies for the commercialization of any MSC Material, MPM Material and/or Hybrid Product. The purpose of the foregoing obligation is to provide each Party with an equitable and balanced opportunity to derive value and monetary return from opportunities that might result from any work or collaboration done under this Agreement. One component of any evaluation of a collaborative commercial strategy will include an analysis of the value proposition associated with the joint pursuit of a commercial opportunity by the Parties. One such consideration is the Royalty Obligations that would be associated with the commercial licenses granted under Sections 7.5 through 7.8, which will be negotiated and agreed to by the respective representatives of the Parties through the Steering Committe in arm’s-length good faith negotiations. Each Party acknowledges and agrees that the agreement on the Royalty Obligations is a condition precedent to the effectiveness of the commercial licenses granted under Sections 7.5 through 7.8 and the licensee Party will pay the Royalty Obligations during the term of such licenses. It is expected that the Steering Committee members will play a primary role in fulfilling the obligations under this Section 7.4 on behalf of their respective organizations. If, after using commercially reasonable efforts to satisfy these obligations, the Parties decide that it is not commercially feasible or desirable to pursue a commercial opportunity jointly, each Party shall be permitted to separately pursue the opportunity. For the purpose of clarity, the Parties do not intend for anything contained in this Section 7.4 to create any partnership, agency, joint venture or the like between the Parties. Indeed, the Parties intend, at all times, to maintain their separate legal identities as they work together under this Agreement.
Commercial Principles. Each of the parties shall so conduct itself and, so far as lies reasonably within its rights and powers of control which it is entitled to exercise (whether directly or indirectly) over the affairs of any other person, cause such other person or persons to conduct themselves, in good faith, so that: (i) the Business of the JVC shall be conducted in the best interests of the JVC in accordance with the general principles of the then current Business Plan and on sound commercial profit-making principles, so as to generate the maximum achievable profits available for distribution with any profits available for distribution in accordance with applicable law which are surplus to the funding requirements shown, in the draft Budget for the following Financial Year attached to the relevant Business Plan, being distributed to the Shareholders, (ii) all third parties directly or indirectly under its control refrain from acting in a manner which hinders or prevents the JVC and its Subsidiaries from carrying on the Business in a proper and reasonable manner, and (iii) no action is taken which is intended and does directly and materially disadvantage the JVC (and, for the avoidance of doubt, it is agreed that editorial comment does not count as action which can constitute such material disadvantage). Hyperlinks
Commercial Principles. The following commercial principles will apply to the development of a Project:
(a) Partner Co will work with VCHA on an “open book” basis, and without limitation will provide VCHA will full access to all of Partner Co’s financial, design, construction and other records and information relevant to the Project, for use by VCHA with respect to any new Project to be provided by Partner Co under this Agreement;
(b) [Partner Co and VCHA will agree to a financial model which will describe the applicable lease-rate structure for each Project; NTD: to be discussed with proponents]
(c) [Partner Co and VCHA will agree to parameters and processes for sub- contracting strategy that will achieve and maintain appropriate competitive tension; NTD: to be discussed with proponents]
(d) Partner Co will measure and evaluate each Project as compared to the previously completed Project, on a comparative bases, to demonstrate “project on project” performance, in a manner and level of detail to the reasonable satisfaction of VCHA; and
(e) the parties will focus on achieving the best value operational performance of each Project.
Commercial Principles. The Parties intend that profits earned from commercial sales of the Finished Product pursuant to the terms of this Agreement shall be shared [ * ]. The Parties hereby agree that they will so order the commercial arrangements of the collaboration so as to be consistent with this principle.
Commercial Principles. This NSF2 programme will apply in England and Wales and use standard products and processes where possible. The Delivery Agent will be responsible for commissioning any necessary NSF2 Project development and/or implementation activities and for paying its Contractors and suppliers. Invoices and supporting documentation must be sufficient to provide an audit trail for the allocation of charges to contributing parties for their work packages or work elements within the NSF2 Project. When contracting work packages with its suppliers and/or Contractors, the Delivery Agent will be expected to use procurement strategies to optimise efficient delivery to time and agreed cost, but to reflect the requirements (including any associated costs) to allow for a breakpoint for approval/termination of the NSF2 Project at the GRIP Xxxxx 0 Xxxxx Xxxx Review. Contracts should be back to back as appropriate with risk management requirements and contain sufficient insurance cover and transferable warranties. Product and Collateral Warranties for both design and construction should reflect Network Rail’s standard form of warranty and length of warranty cover and be agreed with Network Rail. If registered Link-Up chartered consultants are used, the Delivery Agent should confirm that they hold sufficient professional indemnity insurance cover. NSF2 funding for the development (post GRIP Stage 3) and/or implementation of NSF2 Projects (GRIP Stages 6 to 8) will be administered through this Agreement. This agreement can be used for all stages of a project under a single agreement i.e. populated for the development stage and then varied to cover implementation works and requirements. Programme, costs and commercial arrangements should reflect the value, risk and complexity of the NSF2 Project and Network Rail’s asset protection requirements. The Delivery Agent will be responsible for applying for and using reasonable endeavours to obtain all consents e.g. Landlord’s Consent, planning permissions, consent to access, listed building and closure consents and Network Change consents. The Delivery Agent shall apply for necessary Network Change consents in accordance with the standard regulatory processes or procure that the prospective franchised SFO does so on its behalf. Where Network Rail does not already hold freeholder ownership of all the relevant land/property for the NSF2 Project and its operation, the Delivery Agent shall secure such land/property for Network Rail’s ownership pri...
Commercial Principles. The Business shall be conducted in the best interests of the Company in accordance with the general principles of the Long Term Business Plan as amended from time to time by the Shareholders as a Special Reserved Matter and on sound commercial profit making principles.
Commercial Principles
