Tool Usage Costs of JMD Line Sample Clauses

Tool Usage Costs of JMD Line. (a) Each JMD project shall be deemed to be either a joint project or a Proprietary Project. (b) For joint projects, the tool usage costs shall be as follows: (i) In the event a Joint Tool is used in Yokkaichi, Flash Alliance shall solely bear the costs of [***], and such costs shall be allocated by Flash Alliance to each Party on a 50/50 basis. (ii) In the event a Joint Tool is used in Kitakami, Flash Forward shall solely bear the costs of [***], and such costs shall be allocated by Flash Forward to each Party on a 50/50 basis. (iii) In the event a Solely Owned Tool is used in Yokkaichi, Flash Alliance shall bear the costs of [***], as agreed to by the Parties for the JMD Project, and such costs shall be allocated by Flash Alliance to each Party on a 50/50 basis. (iv) In the event a Solely Owned Tool is used in Kitakami, Flash Forward shall bear the costs of [***], as agreed to by the Parties for the JMD Project, and such costs shall be allocated by Flash Forward to each Party on a 50/50 basis. (c) For Proprietary Projects, the tool costs shall be as follows: (i) In the event a Joint Tool is used, the Proprietary Project sponsor shall solely bear the actually accrued costs of [***], as agreed to by the Parties for the JMD Project. (ii) In the event a Solely Owned Tool is used, the Proprietary Project sponsor shall bear the costs of [***], as agreed to by the Parties for the JMD Project. (d) As part of the JMD budget process, the Parties shall meet once every three months to discuss in good faith and agree on the appropriate labor, materials, facilities and other applicable costs of [***] to be applied for the subsequent three-month period using the methodology in this Section 2.03. Each Party shall provide [***] information reasonably necessary for JMD cost allocation, including relevant actual cost information for the prior three-month period, related to the labor, materials, facilities and other applicable costs so that the Parties will have the information necessary to allocate those costs among JMD projects and each Party.
Sample 1
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Related to Tool Usage Costs of JMD Line

  • Definitions For purposes of this Agreement:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • 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.

  • 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.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • 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.

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

  • 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.

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