JMD Committee Sample Clauses

JMD Committee. (a) Each Party has previously designated three (3) representatives (the “Representatives”) who shall continue to collectively constitute the JMD Committee (the “Committee”). The Parties agree that at least one of the Representatives of each Party shall be based at the Yokkaichi Facility or, if the Kitakami Facility is the only facility used for the JMD Project, at Kitakami (unless otherwise agreed by the Parties) on a substantially full-time basis and involved in day-to-day operations of the JMD Project. The Committee will meet regularly to review, discuss and determine the direction of the JMD Project, including the Roadmap. (b) The Committee shall be responsible for executing the Roadmap and, among other things, establishing and approving an annual and quarterly budget for the JMD Project. In addition, the Committee shall be responsible for budgeting and including in the Roadmap the transfer of successful technology from the JMD Project into mass production for the joint ventures between the Parties; provided, however, that such transfer shall be considered achieved when the first product in new technology passes qualification testing (such event, the “Qualification Testing”). After Qualification Testing, the JMD Personnel shall provide assistance from time to time to the manufacturing and product engineering organizations with the yield ramp for a technology transferred from the JMD Project. (c) The Committee may, from time to time, amend and revise the Roadmap, with such amended and restated Roadmap to be provided to each Party and uploaded to the Database (as defined below). (d) The Committee shall meet at least once during each calendar quarter of the year. (e) Subject to the prior approval of the Committee, each Party may conduct development activity for Proprietary Products (as defined below) at its sole responsibility and cost, subject to the terms and conditions in this Agreement and any other terms and restrictions imposed by the Committee; provided, that such approval shall not be unreasonably withheld or delayed (the “Proprietary Project”). “Proprietary Product” shall mean any product [***].
Sample 1
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Related to JMD Committee

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • General The Trustee shall keep proper books of record and account of all the transactions of each Trust under this Indenture at its corporate trust office, including a record of the name and address of, and the Units issued by each Trust and held by, every Unit holder, and such books and records of each Trust shall be open to inspection by any Unit holder of such Trust at all reasonable times during the usual business hours. The Trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal statute or rule or regulations thereunder.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

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