Excess Development Costs Sample Clauses

Excess Development Costs. Subject to the terms of this Section 4.1(f), Landlord's obligation to solely fund Total Development Costs will not exceed $525 per rentable square foot in the Building (the “Initial Cost Limit”). If Total Development Costs exceed the Initial Cost Limit, then (i) Landlord shall be responsible for 50% of the Total Development Costs in excess of the Initial Cost Limit ("Landlord's Excess Development Costs") and (ii) Tenant shall be responsible for the remaining 50% of Total Development Costs in excess of the Initial Cost Limit (the “Tenant's Excess Development Costs”, together with Landlord's Excess Development Costs, the "Excess Development Costs"), subject to the application of the Allowance as set forth in this Section 4.1(f). In the event that the estimated (as reasonably determined by the Landlord) or actual Total Development Costs are greater than the Initial Cost Limit (i.e., Landlord is expected to pay the Landlord's Excess Development Cost and Tenant is expected to pay Tenant's Excess Development Costs), then Landlord shall promptly notify Tenant (the “Excess Development Cost Notice”). Thereafter, Landlord and Tenant shall work in good faith, for a period not to exceed thirty (30) days from the date that Landlord delivers the Excess Development Cost Notice to Tenant (the “VE Period”), to value engineer the Improvements in an effort to decrease the Total Development Costs below the Initial Cost Limit. Any cost associated with such value engineering design process will be the responsibility of Tenant, subject to Landlord’s obligations with respect to the Allowance pursuant to Article 4, and any changes requested by Tenant as a part of the value engineering process shall be a Change subject to Section 2.7(c); provided, however, any delays associated with the Tenant's efforts to value engineer the Improvements will not constitute a Tenant Delay but will constitute an Excusable Delay as provided below, and the parties anticipate that any such Change shall result in a decrease in the Total Development Costs (i.e., that there will be no additional Change Order Costs beyond the cost of value engineering). If, within the VE Period, Landlord and Tenant are unable to value engineer the Landlord’s Work so that the Total Development Costs are below the Initial Cost Limit, then Landlord shall notify Tenant of the amount of Excess Development Cost (after taking into account the reduction, if any, in the Total Development Costs that result from Landlord's and Tenant...
Sample 1
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Excess Development Costs. In the event there are any Excess Development Costs, then CV shall be obligated to contribute to the Company the amount of additional capital necessary to pay or satisfy such Excess Development Costs. CV shall contribute to the Company the amount of such additional capital required pursuant to this Section 5.2.2 within thirty (30) calendar days following the receipt by CV of written notice from the Managers specifying the need for the additional capital. In the event CV fails to contribute to the Company the amount of additional capital required pursuant to this Section 5.2.2 within such thirty (30) calendar day period, as its sole and exclusive remedy, Legacy may elect to characterize such additional capital as an ACC Deficit Amount and contribute the same to the Company pursuant to Section 5.4 hereof and, in such a case, CV shall be subject to the Non-Contributing Member Deduction set forth in Section 6.1 hereof.
Sample 1
Excess Development Costs. In the event there are any Excess Development Costs, then the Managers shall deliver written notice to G II, which written notice shall set forth the purpose and amount of such Excess Development Costs and the amount of additional capital required to pay or satisfy such Excess Development Costs. G II shall be obligated to contribute to the Company the amount of any additional capital required to pay or otherwise satisfy such Excess Development Costs. In the event G II fails to contribute to Company the amount of additional capital required pursuant to this Section 5.1.4 within thirty (30) calendar days after the receipt of such notice, (in which case G II will be characterized as the Non-Contributing Member), then Legacy may elect to characterize the additional capital required pursuant to this Section 5.1.4 as an ACC Deficit Amount and contribute the same to the Company pursuant to Section 5.2 hereof, and, in such a case, the Non-Contributing Member shall be subject to the Non-Contributing Member Deduction set forth in Section 6.1 hereof.
Sample 1
Excess Development Costs. Each Party shall promptly inform the JSC in writing upon such Party determining that it has incurred or is likely to incur Joint Development Costs for a Calendar Year that exceed the portion of the Joint Development Costs allocated to such Party in the Joint Development Budget for such Calendar Year (“Excess Development Costs”). To the extent such Excess Development Costs fall under the definition of “Joint Development Costs,” they shall be treated as Joint Development Costs hereunder and shared equally (50/50) between the Parties. In the event either Party identifies Excess Development Costs, the Parties shall discuss in good faith through the JSC the Joint Development Costs that are necessary and reasonable in order to perform the activities set forth in the CDP and any proposed amendments to the Joint Development Budget.
Sample 1
Excess Development Costs. Notwithstanding Section 7.2.6(a), in the event a Party performing Phase 1A Activities or XXX-000 Xxxxx 0X Xxxxxxxxxx for which it is responsible under the applicable Development Plan incurs more than [ * ] percent ([ * ]%) of aggregate Development Costs budgeted for such activities in the applicable Development Budget (the amount more than [ * ]%, “Excess Development Costs”), the other Party shall not be obligated to bear its Specified Percentage of such Excess Development Costs, except: (x) if the Parties approve such Excess Development Costs (either before or after they are incurred); or (y) to the extent such Excess Development Costs are attributable to (i) a change in Applicable Law, (ii) a force majeure event, (iii) variation in actual patient enrollment from projected patient enrollment, (iv) a change to a Clinical Trial protocol required or requested by any Regulatory Authority, or (v) unanticipated increases in the cost of raw materials.
Sample 1
Excess Development Costs. In the event there are any Excess Development Costs, then Newpar shall be obligated to contribute to the Company the amount of additional capital necessary to pay or satisfy such Excess Development Costs. Newpar shall be obligated to contribute to the Company the amount of such additional capital required pursuant to this Section 5.2.2 within thirty (30) calendar days following the receipt by Newpar of written notice from the Managers specifying the need for the additional capital. In the event Newpar fails to contribute to the Company the amount of additional capital required pursuant to this Section 5.2.2 within such thirty (30) calendar day period, as its sole and exclusive remedy, Legacy may elect to characterize such additional capital as an ACC Deficit Amount and contribute the same to the Company pursuant to Section 5.4 hereof and, in such a case, Newpar shall be subject to the Non-Contributing Member Deduction set forth in Section 6.1 hereof.
Sample 1

Related to Excess Development Costs

  • Development Costs With respect to activities prior to the Amendment Effective Date, each Party was to pay [*] of the total Direct Development Costs of a Product incurred in accordance with the Development Budget (as defined in the Original Agreement). Notwithstanding anything in this Article 6 of this Agreement or in any other provision of this Agreement to the contrary, with respect to activities on and after the Amendment Effective Date, subject to Sections 3.1.2, Alimera will be solely responsible for, and shall pay one hundred percent (100%) of, all development costs of a Product, including Direct Development Costs. Notwithstanding anything in this Article 6 of this Agreement or in any other provision of this Agreement to the contrary, (i) all payments owing by CDS hereunder with respect to development activities prior to the Amendment Effective Date are hereby deemed fully paid by CDS (or waived, to the extent such waiver may be required), including any Development Payments, Compounded Development Payments, Determined Disputed Costs and Compounded Disputed Costs (as all defined in the Original Agreement), further including any penalties and interest which might have accrued with respect thereto, and further including all CDS payments deferred pursuant to that February 11, 2008 letter agreement sent by CDS and executed by CDS and Alimera regarding deferral of payments under the Original Agreement as of such date; (ii) all payments owing by Alimera hereunder with respect to development activities prior to the Amendment Effective Date are hereby deemed fully paid by Alimera (or waived, to the extent such waiver may be required), including any Development Payments, Compounded Development Payments, Determined Disputed Costs and Compounded Disputed Costs (as all defined in the Original Agreement), and further including any penalties and interest which might have accrued with respect thereto; and (iii) subject to Sections 3.1.1 and 3.1.2, from and after the Amendment Effective Date, CDS will have no liability whatsoever hereunder for any past, present or future development costs, including Direct Development Costs (which includes those incurred before, on and after the Amendment Effective Date), and instead Alimera shall have sole liability therefor.

  • Development Expenses Bionics will reimburse the Company for all reasonable expenses directly associated with the development of the Lead for Bionics (including, without limitation, costs associated with animal studies and human trials), when the Company submits a request to Bionics for approval prior to incurring such expenses and such expenses are incurred with Bionics’ written approval, provided receipts for such expenses are submitted to Bionics within 30 days after such expenses are incurred. Upon receiving a request for expense authorization from the Company, Bionics will indicate to the Company whether the requested expense is authorized within 15 days for expenses up to $1,000 and within 30 days for expenses over $1,000. Bionics will reimburse the Company within 30 days of receiving reasonably detailed invoices describing the Company’s authorized expenses under this Agreement. The Company will provide those invoices to Bionics within 15 days after the end of each month in which the Company incurs any authorized expense.

  • Business Development Company Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

  • Business Development Provide advice and assistance in business growth and development of Party B. 业务发展。对乙方的业务发展提供建议和协助。

  • Business Development Company Status The Company, during a period of at least 12 months from the Closing Time, will use its commercially reasonable efforts to maintain its status as a business development company; provided, however, the Company may cease to be, or withdraw its election as, a business development company, with the approval of the board of directors and a vote of stockholders as required by Section 58 of the 1940 Act or any successor provision.

  • Marketing Expenses Certain marketing expenses, such as Selected Dealer conferences, may be advanced to Selected Dealer and later deducted from the portion of the Dealer Manager Fee re-allowed to that Selected Dealer. If the offering of Shares in a Feeder Fund is not consummated, Selected Dealer will repay any such advance to the extent not previously expended on marketing expenses. Any such advance shall be deducted from the maximum amount of the Dealer Manager Fee that may otherwise be re-allowable to Selected Dealer. Notwithstanding anything herein to the contrary, as to any Feeder Fund, Selected Dealer will not be entitled to receive any Dealer Manager Fee and/or Distribution and Shareholder Servicing Fee which would cause the aggregate amount of selling commissions, dealer manager fees, Distribution and Shareholder Servicing Fees and other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Selected Dealers to exceed 10.0% of the gross proceeds raised from the sale of Shares in the Feeder Fund’s primary offering.

  • Clinical Development (a) Stellartech shall design, develop and construct a Clinical Unit for each of the Thermage Disposable Device and the Thermage Generator, and any required component or subassembly thereof and shall deliver such Clinical Units to Thermage in accordance with the Development Program; (b) Stellartech shall deliver to Thermage such other Deliverables as are contemplated by the Development Program in accordance with the Development Program; and (c) as requested by Thermage and automatically at the conclusion of the Development Program, Stellartech, so long as Thermage is not in breach of its material obligation hereunder, shall deliver in writing to Thermage any and all data and information held by or in the control of Stellartech which is necessary or useful to obtain regulatory approval of the Products in the United States or any foreign country.

  • Project Costs The Project costs are true and accurate estimates of the costs necessary to complete the Improvements in a good and workmanlike manner according to the Plans and Specifications presented by Borrower to Lender, and Borrower shall take all steps necessary to prevent the actual cost of the Improvements from exceeding the Project costs.

  • Manufacturing Costs In the event of termination by Merck pursuant to Section 6.2, 6.3 or 6.6 above, Merck shall be entitled to [*****] (as defined herein) incurred by Merck for its Compound Delivered for the Study. [*****]

  • Status as Business Development Company The Borrower is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

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