Common use of Sales Targets Clause in Contracts

Sales Targets. The Parties acknowledge that this Agreement is based on, among other things, the business plan as to the sales expectations set forth in Exhibit D attached hereto. (a) In the event the cumulative sales of Fuel Cell Stack Modules in the Korean Market as of December 31, 2013, have not reached the target figure of 112 MW as set forth in Exhibit D, the Parties shall undertake a performance review in good faith and in a commercially reasonable manner to determine the feasibility and desirability of the continuation of the exclusivity set forth in Sections 2.1(a)(i) and 2.2 hereunder, as well as the Korean Market exclusivity provisions set forth elsewhere in the Transaction Agreements. The performance review shall take into consideration, among other things, past performance, market conditions, business prospects, profitability, bona fide efforts by the Parties, quality issues affecting marketability and future plans. In the event that after discussions in good faith the Parties are not able to agree, disputes shall be resolved through Sections 14.2 and 14.3 above. The decision or award of the arbitrators pursuant to Section 14.3 shall be final and binding on both Parties. (i) It is acknowledged and agreed by POSCO Power that during the term of this Agreement, POSCO Power shall make commercially reasonable efforts to commercialize the technology licensed hereunder in the Korean Market; and (ii) it is acknowledged and agreed by FCE that during the term of this Agreement, FCE shall make commercially reasonable efforts to improve and enhance the DFC technology to maintain market competitiveness. The Parties shall undertake subsequent performance review(s) from time to time on dates to be mutually agreed by the parties, starting January 1, 2014, but no more than once in two (2) year intervals during the term of this Agreement. The performance review shall take into consideration, among other things, past performance, market conditions, business prospects, profitability, bona fide efforts by the Parties, quality issues affecting marketability and future plans. In the event that after discussions in good faith the Parties are not able to agree, disputes shall be resolved through Sections 14.2 and 14.3 above. The decision or award of the arbitrators pursuant to Section 14.3 shall be final and binding on both Parties.