Minimum Use Required Clause Samples

Minimum Use Required. (a) Subject to paragraph 6.3 B2(b) below, no options exercised by GM and/or GE under paragraph 6.3A above shall be effective unless the apparatus usage elected by GM and/or GE at the conclusion of the process outlined in that paragraph 6.3A meets or exceeds forty percent (40%) of total apparatus usage. The expiration of the options on this basis shall not be effective, however, until thirty days following written notice by SMS to GM and GE of any shortfall in the 40% minimum commitment and the failure of GM and/or GE to commit to additional usage to make up such shortfall. For example, under the scenario addressed in paragraph 6.3 B1(b) above, should GM exercise its option for 25% of total usage and GE elects to exercise its option for only 10% of total usage. GM would need to exercise its additional option for at least an additional 5% of the total usage in order for the options of GE and GM to be successfully exercised. Should GM fail to exercise the additional option for 5%, SMS shall provide written notification of the 5% shortfall to both GM and GE and provide a cure period of 30 days. Should neither party provide written agreement to make up the shortfall within such 30 day period, the usage options would not vest and neither GM nor GE would be entitled to any guaranteed level of apparatus usage. (b) Notwithstanding the minimum usage addressed in paragraph 6.3 B2(a) above, if during the Prototype Evaluation Period, either GE or GM takes delivery of a commercial Imaging System from SMS, that party shall be relieved from its minimum usage commitment addressed in paragraph 6.3 B2(a) above. In such event, the other party shall retain its rights to usage of the apparatus if it exercised options for at less 40% of the total usage under the procedure outlined in paragraph 6.3 B1 above. If the other Party exercised options for usage which is less than 40% of the total apparatus usage, then the other Party shall retain its option for continued usage only under one of the following conditions: (i) Said other party assumes all or part of the apparatus usage previously committed to by the first party so that the combined apparatus usage of (1) the first party prior to its procurement of the commercial Imaging System, and (2) the revised committed usage by said other party equals at least 40% of the total apparatus usage; (ii) In the event that said other party has already ordered for delivery within one year, but has not yet taken delivery of a commercial Imagin...