Performance of Manufacturing Sample Clauses

Performance of Manufacturing. Supplier shall Manufacture all Wafers solely at the Plant in accordance with the Manufacturing Requirements. Supplier will make reasonable efforts to maintain a cycle time for Manufacturing Wafers at the Plant as was in effect prior to the Closing Date and as set forth in the Manufacturing Requirements (the “Manufacturing Cycle Time”). Failure to meet the Minimum Quantities during any calendar year due solely to Maxim’s fault shall not proportionally reduce the Quarterly Minimum Payments during such calendar year. Supplier will Manufacture Wafers using the same process flows and operating procedures as used at the Plant as of the Closing Date. Supplier agrees to keep the Transferred Assets in good repair and undertakes to replace, at its own cost, Manufacturing equipment for the Manufacture of Wafers if necessary for the Manufacture of Wafers based on the loading, technology and product mix as manufactured as of the Closing Date. Supplier is responsible to ensure at its cost that it meets the minimum supply obligation under this Agreement at the Plant, so long as Maxim continues to meet its obligations under Section 8.3.

Performance of Manufacturing. WuXi ATU will perform all Services at the Qualified Facility, provide all staff necessary to perform the Services in accordance with the terms of the applicable Work Order, this Agreement and the Quality Agreement (as applicable), and hold at such Qualified Facility all Graphite Equipment and Graphite Materials and other items used in the Services. For Manufacturing Services performed, WuXi ATU will not use any additional facility (other than the Qualified Facility or the facilities of Permitted Subcontractors) for the performance of Services under this Agreement without timely (meaning with regard to the agreed manufacturing schedule) prior written notice to, and prior written consent from, Graphite, which consent will not be unreasonably withheld or delayed (it being understood and agreed that Graphite may withhold consent pending satisfactory completion of a quality assurance audit and/or regulatory impact assessment of the new location or additional Facility, as the case may be). WuXi ATU will maintain, at its own expense, the Facility and all equipment required for the Manufacture of Product in a state of repair and operating efficiency consistent with the requirements of cGMP (if applicable) and all Applicable Law.