Contingency Cases. If the actual quarter average Yield for a particular device falls below the Target Yield as defined in a particular QBP by [*] within any given Quarter, the price per Wafer shall be adjusted pro rata as follows: Spansion Nihon shall pay TI the actual Yield divided by the Target Yield times the base Wafer price. However, any yield loss caused by Spansion (e.g., test programs or design issues, or changes to test programs) will not count towards such [*]. If the actual quarter average Yield for a particular device falls above the Target Yield as defined in a particular QBP by [*] within any given Quarter, the price per Wafer shall be adjusted pro rata as follows: Spansion Nihon shall pay TI the actual Yield divided by the Target Yield times the base Wafer price. [*] Testers TI shall upgrade the software for the [*] testers by obtaining a manufacture’s maintenance agreement or some other arrangement to ensure the software upgrades, as follows:
Contingency Cases. The Per Device Price paid by FASL as calculated in accordance with the formula set forth immediately above may be increased in the event that the parties agree that a contingency case (i.e. a drop in demand below agreed level) is deemed to apply.
Contingency Cases. If the actual quarter average Yield for a particular device falls below the Target Yield as defined in a particular QBP by [*] within any given Quarter, the price per Wafer shall be adjusted pro rata as follows: Spansion shall pay Spansion Japan the actual Yield divided by the Target Yield times the base Wafer price. If the actual quarter average Yield for a particular device falls above the Target Yield as defined in a particular QBP by [*] within any given Quarter, the price per Wafer shall be adjusted pro rata as follows: Spansion shall pay Spansion Japan the actual Yield divided by the Target Yield times the base Wafer price. Spansion agrees to purchase from Spansion Japan as the Q110 through Q211 Minimum Commitment the following volume of JV3 unsorted Wafers of the following technologies: 110 nm, 130 nm, and 170 nm, at the pricing agreed on by the parties in Exhibit B: Spansion agrees to pay Spansion Japan for Wafer sort services as agreed by the parties in Exhibit B. If Spansion Japan scraps Wafers ordered by Spansion pursuant to the Q110 through Q211 Minimum Commitment or a subsequent QBP due to Spansion’s change to a particular mask set or at Spansion’s direction, Spansion shall pay to Spansion Japan a pro rata portion of the Wafer price based on the number of steps through which such Wafers had been processed at the time such Wafers were scrapped. For clarification purposes, such pro rata payment shall apply only to Wafers that Spansion committed to purchase pursuant to the Q110 through Q211 Minimum Commitment or a subsequent QBP. At Spansion’s option, Spansion may reduce the Q110 through Q211 Minimum Commitment by the pro rata amount paid by Spansion for such scrapped Wafers. Spansion may purchase Wafers for products not yet qualified for commercial production (“R&D Wafers”) from Spansion Japan, and Spansion Japan agrees to provide such R&D Wafers at the following price: the Wafer pricing agreed on by the parties in Exhibit B plus ten (10) percent. Spansion may also purchase partially processed R&D Wafers from Spansion Japan, and Spansion Japan agrees to provide such partially processed R&D Wafers at the following price: a pro rata portion of the Wafer pricing agreed on by the parties in Exhibit B plus ten (10) percent. If Spansion Japan scraps R&D Wafers ordered by Spansion pursuant to a valid Spansion purchase order after the Effective Date due to Spansion’s change in a particular mask set or at Spansion’s instruction, Spansion shall pay to Spa...
Contingency Cases a. Where VAMA is retained on a contingency/no cure-no pay basis, unless otherwise agreed, VAMA’s fee (plus any applicable GST / VAT) will be the agreed percentage of the gross recovery/saving achieved subject to a minimum fee of US$5,000 payable from first funds received all on a ‘no win no fee’ basis.
b. VAMA will be responsible for and pay its/the client’s lawyers’ fees (excluding disbursements/expenses unless otherwise agreed) but not adverse costs orders made against the client nor will VAMA provide security for costs if requested or if the client is ordered to do so, unless otherwise agreed by VAMA in writing. The client will deal directly with XXXX’x appointed lawyers when requested to do so.
c. VAMA reserves the right to discontinue work on the case if, in its sole discretion, no success is likely to be achieved taking into account the merits of the case, the financial strength of the respondent/paying party and disproportionate legal costs being/likely to be incurred.
d. XXXX does not undertake to pursue the case to conclusion at any cost. Other grounds for discontinuing work will include but not be limited to:
(i) non-payment of funds due in accordance with this agreement within 14 days of a request to do so;
(ii) misconduct, imprisonment, fraud or bankruptcy of the client; failure by the Client to provide correct, complete or accurate instructions or information;
(iv) breach of these conditions by the client.
e. VAMA will give the client 10 days’ notice (or 4 days’ notice if there has been a breach of fee payment terms as above) of any intention to discontinue work on the case. Theclient will not in these circumstances be responsible for VAMA’s fees/expenses (unless otherwise agreed).
f. If legal costs are paid in addition to any recovered amount, these will be for the credit of VAMA/its lawyers and payable in addition to the fee agreement contained in clause 6.a above and from first received funds.
g. The client undertakes:
(i) to give VAMA/its appointed lawyers or experts instructions, evidence and access to necessary witnesses, all at its cost, when reasonably requested to do so;
(ii) to give (by agreeing these terms) VAMA irrevocable instructions/authority to deal with the case and to act in accordance with the reasonable recommendations of VAMA to settle or compromise the case;
(iii) to undertake no direct negotiations with opposing interests (either directly or through an intermediary) without VAMA’s written approval and any settlement nego...
