Labor and Overhead Commitment Sample Clauses

Labor and Overhead Commitment. In the event that the aggregate expended Labor Costs and Overhead Costs (excluding Material Costs and shipping costs (which are covered in Section 4.2)) of Fujitsu for Services actually purchased by Spansion during a Fiscal Quarter is less than ninety-seven percent (97%) of the Projected Aggregate Labor and Overhead Costs for such Fiscal Quarter, then Spansion shall pay to Fujitsu the amount of such deficiency. In such event, Fujitsu will issue to Spansion an invoice within five (5) business days (in Japan) following the end of the relevant Fiscal Quarter for the amount due and payable, together with such reasonable supporting documentation and information as the Parties may agree, and Spansion shall pay Fujitsu the amount set forth in such invoice within forty-five (45) days of Spansion’s receipt of such invoice in accordance with Section 6. For purposes of this Agreement, the term “Labor Costs” shall include, without limitation, the wages and benefits expenses of those Fujitsu personnel performing the Services as determined based on generally accepted accounting principles in Japan; the term “Overhead Costs” shall include, without limitation, depreciation of equipment used to perform the services, facility cost allocations, repairs and maintenance, outsourcing costs, indirect materials, travel, other employee costs, and general administrative expenses specifically designated by Fujitsu to support the Services as determined based on generally accepted accounting principles in Japan; and the term “Material Costs” shall include, without limitation, Fujitsu costs for substrates, lead-frames, gold wire, mold compound, solder ball, epoxy paste and film, as determined based on generally accepted accounting principles in Japan.”