Excess Development Costs Sample Clauses

Excess Development Costs. In the event that Excess Development Funding is necessary for the Company to perform activities under the Development Plan, the Company shall fund the initial $[***] of Excess Development Funding (the “Initial Excess Development Funding”). In the event that Excess Development Funding above the Initial Excess Development Funding (any necessary Excess Development Funding above the Initial Excess Development Funding, the “Additional Excess Development Funding”) is necessary or is reasonably and in good faith expected by the Company to be necessary for the Company to perform activities under the Development Plan, the Company shall provide written notice of such requirement to Horizon, with details of the amount of Additional Excess Development Funding required for such activities and the reasons such funding is necessary. To the extent such Additional Excess Development Funding is necessary or is reasonably and in good faith expected by the Company to be necessary for the Company to perform activities under the Development Plan and is needed due to factors outside of the reasonable control of the Company, and provided that the Company has otherwise complied in all material respects with its obligations under this Agreement, Horizon will share equally on a [***] basis with the Company up to a total of $[***] of such Additional Excess Development Funding (i.e., Horizon will pay the Company up to $[***] for Horizon’s share of Additional Excess Development Funding), and will pay for its share of such Additional Excess Development Funding on a quarterly basis in arrears based on the Company’s invoices for the same. The Company shall fund any Additional Excess Development Funding that is needed due to factors within the reasonable control of the Company or above $[***] in Additional Excess Development Funding on its own; provided that, if Additional Excess Development Funding beyond $[***] is needed as a result of factors outside of the reasonable control of the Company, the Parties shall discuss in good faith the funding for such amounts, provided further that Horizon shall have no obligation to pay any portion of Additional Excess Development Funding beyond $[***] in Additional Excess Development Funding, regardless of whether Horizon exercises the Option and proceeds to the Closing, except if Horizon expressly agrees to do so in writing in its sole discretion.
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. 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
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

Related to Excess Development Costs

  • Development Costs Licensee shall be responsible for all of its costs and expenses in connection with the Development of, and obtaining and maintaining Regulatory Approvals for, the Licensed Products in the Field in the Territory.

  • FTE The term “

  • Project Costs Simultaneously with the execution of this Agreement, the Company shall disclose to the Department all of the Project Costs which the Company seeks to include for purposes of determining the limitation of the amount of the Credit pursuant to Section 5-30 of the Act and provide to the Department a Schedule of Project Costs in the form as attached hereto as Exhibit C.

  • REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

  • Direct Costs The Contractor shall separately identify each item of deleted and added work associated with the change or other condition giving rise to entitlement to an equitable adjustment, including increases or decreases to unchanged work impacted by the change. For each item of work so identified, the Contractor shall propose for itself and, if applicable, its first two tiers of subcontractors, the following direct costs: (1) Material cost broken down by trade, supplier, material description, quantity of material units, and unit cost (including all manufacturing burden associated with material fabrication and cost of delivery to site, unless separately itemized); (2) Labor cost broken down by trade, employer, occupation, quantity of labor hours, and burdened hourly labor rate, together with itemization of applied labor burdens (exclusive of employer’s overhead, profit, and any labor cost burdens carried in employer’s overhead rate); (3) Cost of equipment required to perform the work, identified with material to be placed or operation to be performed; (4) Cost of preparation and/or revision to shop drawings and other submittals with detail set forth in paragraphs (e)(1) and (e)(2) of this clause; (5) Delivery costs, if not included in material unit costs; (6) Time-related costs not separately identified as direct costs, and not included in the Contractor’s or subcontractors’ overhead rates, as specified in paragraph

  • Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement.

  • Operating and Maintenance Costs The Participating Generator shall be responsible for all its costs incurred in connection with operating and maintaining the Generating Units identified in Schedule 1 for the purpose of meeting its obligations under this Agreement.

  • Training Costs All costs and expenses incurred by the Contractor in the training of its employees engaged in Petroleum Operations, and such other training as is required by this Agreement.

  • Program Costs a. The Seller Parties shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable and documented out-of-pocket costs, including due diligence review costs and reasonable attorneys’ fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Purchased Asset or REO Property. The Seller Parties shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer. The Seller Parties shall pay the reasonable and documented out-of-pocket fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable and documented legal fees for any subsequent amendments to this Agreement or related documents shall be borne by the Seller Parties. The Seller Parties shall pay ongoing custodial fees and expenses as set forth in the Custodial Agreement, and any other ongoing fees and expenses payable in accordance with any other Program Agreement. Without limiting the foregoing, the Seller Parties shall pay all fees as and when required under the Pricing Side Letter. b. If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with (i) any eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then, to the extent each Seller Party and Guarantor received notice of such amounts no later than thirty (30) days after the incurrence of such costs, then each Seller Party and Guarantor may, at its option and in its sole discretion, either (i) terminate this Agreement and repurchase the Purchased Assets and pay costs or (ii) promptly pay such Buyer the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs; provided, however, that any such determination by any Buyer must also be made in a manner substantially consistent with respect to similarly situated counterparties with substantially similar assets in similar facilities. c. With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to any Seller Party or Guarantor in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on each Seller Party’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10.a(5) hereof. d. Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller Parties and Guarantor agrees and covenants with Administrative Agent and Buyers to reasonably enforce in a commercially reasonable manner Seller Parties’ and Guarantor’s rights and remedies with respect to parties other than Administrative Agent and Buyers set forth in the Program Agreements. (i) Any payments made by a Seller Party or Guarantor to Administrative Agent or a Buyer or a Buyer assignee or participant hereunder or any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If a Seller Party or Guarantor shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer or Buyer assignee or participant, then (1) a Seller Party or Guarantor shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (2) to the extent the withheld or deducted Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making such deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 11.e Administrative Agent or a Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and

  • Shipping Costs All items must be bid Freight On Board Destination (hereinafter FOB). This does not include hardware items being shipped to Alaska or Hawaii. Actual shipping costs will apply to items shipped Alaska or Hawaii.

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