Common use of Tooling Orders Clause in Contracts

Tooling Orders. (a) Manufacturer may not charge Mirion for the cost of manufacturing or procuring any Tooling or other materials used in the production and sale of the Devices unless Mirion agrees in writing to reimburse Manufacturer for Manufacturer's actual reasonable costs of manufacturing or procuring such Tooling or other materials (a "Reimbursement Authorization"). Payment for such Tooling or materials will be due only after (a) Mirion has successfully completed all testing of such Tooling or materials required by Mirion, which will be conducted at Manufacturer's sole cost and expense, (b) Mirion has successfully conducted a tooling audit in accordance with its customer's requirements, and (c) Manufacturer has provided to Mirion detailed invoices documenting the actual costs incurred by Manufacturer for such Tooling or materials, including copies of any invoice issued to Manufacturer by any third party with respect thereto, and other any other information reasonably requested by Mirion with respect to such Tooling or materials (which may include CAD models and drawings). Mirion shall pay Manufacturer only the actual cost of such Tooling or materials, not to exceed the authorized amount, if any, stated in the applicable Reimbursement Authorization. (b) Such Tooling or other materials that are subject to a Reimbursement Authorization provided by Mirion will become Bailed Property (and title thereto will vest in Mirion) immediately upon completion of all testing required by Mirion (provided that Mirion will not be relieved of its obligation to pay for such Tooling or materials in accordance with the terms of this Agreement) or if earlier, any payment by Mirion to Manufacturer therefor. Any payments made by Mirion for Bailed Property are expressly intended by Mirion to be held in trust for the benefit of any subcontractors or suppliers used by Manufacturer to fabricate the Bailed Property that relates to such payments, and Manufacturer agrees to hold such payments as trustee in express trust for such subcontractors or suppliers until Manufacturer has paid the subcontractors or suppliers in full for the Bailed Property. Mirion will not pay for any Tooling necessary for the production of sample products unless otherwise provided in the applicable Reimbursement Authorization.

Tooling Orders. (a) Manufacturer Hytera may not charge Mirion EMCORE for the cost of manufacturing or procuring any Tooling or other materials used in the production and sale of the Devices Products unless Mirion EMCORE agrees in writing writing, which agreement EMCORE shall not unreasonably withhold, to reimburse Manufacturer Hytera for ManufacturerHytera's actual reasonable costs of manufacturing or procuring such Tooling or other materials (a "Reimbursement AuthorizationDepreciation"). Payment for such Tooling or materials will be due only after (a) Mirion has successfully completed all testing EMCORE receipt of such Tooling or materials required by MirionEMCORE, which will be conducted at ManufacturerHytera's sole cost and expense, (b) Mirion EMCORE has successfully conducted a tooling audit in accordance with its customer's requirements, for which it has informed Hytera before making the Tooling or materials, and (c) Manufacturer Hytera has provided to Mirion EMCORE detailed invoices evidence documenting the actual costs incurred by Manufacturer Hytera for such Tooling or materials, including copies of any invoice issued to Manufacturer Hytera by any third party with respect thereto, and other or any other information reasonably requested by Mirion EMCORE with respect to such Tooling or materials (which may include CAD models and drawings)) counted. Mirion EMCORE shall pay Manufacturer Hytera only the actual cost of such Tooling or materials, not to exceed the authorized amount, if any, stated in the applicable Reimbursement AuthorizationDepreciation. (b) Such Tooling or other materials that are subject to a Reimbursement Authorization Depreciation provided by Mirion EMCORE will become Bailed Property (and title thereto will vest in MirionEMCORE) immediately upon completion of all testing required by Mirion EMCORE (provided that Mirion EMCORE will not be relieved of its obligation to pay for such Tooling or materials in accordance with the terms of this Agreement) or or, if earlier, any payment by Mirion EMCORE to Manufacturer Hytera therefor. Any payments made by Mirion EMCORE for Bailed Property are expressly intended by Mirion EMCORE to be held in trust for the benefit of any subcontractors or suppliers used by Manufacturer Hytera to fabricate the Bailed Property that relates to such payments, and Manufacturer agrees to hold such payments as trustee in express trust for such subcontractors or suppliers until Manufacturer has paid the subcontractors or suppliers in full for the Bailed Property. Mirion EMCORE will not pay for any Tooling necessary for the production of sample products unless otherwise provided in the applicable Reimbursement AuthorizationDepreciation.

Tooling Orders. (a) Manufacturer Seller may not charge Mirion Buyer for the cost of manufacturing or procuring any Tooling tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation (including engineering specifications and test reports) used by Seller in connection with its manufacture and sale of the Products, together with any accessions, attachments, parts, accessories, substitutions, replacements and appurtenances (collective “Tooling”) or other materials used in the production and sale of the Devices Products unless Mirion Buyer agrees in writing to reimburse Manufacturer Seller for Manufacturer's its actual reasonable costs of manufacturing or procuring such Tooling or other materials (a "“Reimbursement Authorization"”). Payment for such Tooling or materials will be due only after (a) Mirion Buyer has successfully completed all testing of such Tooling or materials required by MirionBuyer, which will be conducted at Manufacturer's Seller’s sole cost and expense, (b) Mirion Buyer has successfully conducted a tooling audit in accordance with its customer's ’s requirements, and (c) Manufacturer Seller has provided to Mirion Buyer detailed invoices documenting the actual costs incurred by Manufacturer Seller for such Tooling or materials, including copies of any invoice issued to Manufacturer Seller by any third party with respect theretoparty, and other any other information reasonably requested by Mirion Buyer with respect to such Tooling or materials (which may include CAD models and drawings). Mirion Buyer shall pay Manufacturer Seller only the actual cost of such Tooling or materials, not to exceed the authorized amount, if any, stated in the applicable Reimbursement Authorization. (b) Such Tooling or other materials that are subject to a Reimbursement Authorization provided by Mirion Buyer will become Bailed Property (and title thereto will vest in MirionBuyer) immediately upon completion of all testing required by Mirion Buyer (provided that Mirion Buyer will not be relieved of its obligation to pay for such Tooling or materials in accordance with the terms of this Agreement) or or, if earlier, any payment by Mirion Buyer to Manufacturer thereforSeller. Any payments made by Mirion Buyer for Bailed Property are expressly intended by Mirion Buyer to be held in trust for the benefit of any subcontractors or suppliers used by Manufacturer Seller to fabricate the Bailed Property that relates relate to such payments, payments; and Manufacturer Seller agrees to hold such payments as trustee in express trust for such subcontractors or suppliers until Manufacturer Seller has paid the subcontractors or suppliers in full for the Bailed Property. Mirion Buyer will not pay for any Tooling necessary for the production of to produce sample products unless otherwise provided in the applicable Reimbursement Authorization.

Tooling Orders. (a) Manufacturer Fastrain may not charge Mirion EMCORE for the cost of manufacturing or procuring any Tooling or other materials used in the production and sale of the Devices Products unless Mirion EMCORE agrees in writing writing, which agreement EMCORE shall not unreasonably withhold, to reimburse Manufacturer Fastrain for ManufacturerFastrain's actual reasonable costs of manufacturing or procuring such Tooling or other materials (a "Reimbursement AuthorizationDepreciation"). Payment for such Tooling or materials will be due only after (a) Mirion has successfully completed all testing EMCORE receipt of such Tooling or materials required by MirionEMCORE, which will be conducted at ManufacturerFastrain's sole cost and expense, (b) Mirion EMCORE has successfully conducted a tooling audit in accordance with its customer's requirements, for which it has informed Fastrain before making the Tooling or materials, and (c) Manufacturer Fastrain has provided to Mirion EMCORE detailed invoices evidence documenting the actual costs incurred by Manufacturer Fastrain for such Tooling or materials, including copies of any invoice issued to Manufacturer Fastrain by any third party with respect thereto, and other or any other information reasonably requested by Mirion EMCORE with respect to such Tooling or materials (which may include CAD models and drawings)) counted. Mirion EMCORE shall pay Manufacturer Fastrain only the actual cost of such Tooling or materials, not to exceed the authorized amount, if any, stated in the applicable Reimbursement AuthorizationDepreciation. (b) Such Tooling or other materials that are subject to a Reimbursement Authorization Depreciation provided by Mirion EMCORE will become Bailed Property (and title thereto will vest in MirionEMCORE) immediately upon completion of all testing required by Mirion EMCORE (provided that Mirion EMCORE will not be relieved of its obligation to pay for such Tooling or materials in accordance with the terms of this Agreement) or or, if earlier, any payment by Mirion EMCORE to Manufacturer Fastrain therefor. Any payments made by Mirion EMCORE for Bailed Property are expressly intended by Mirion EMCORE to be held in trust for the benefit of any subcontractors or suppliers used by Manufacturer Fastrain to fabricate the Bailed Property that relates to such payments, and Manufacturer agrees to hold such payments as trustee in express trust for such subcontractors or suppliers until Manufacturer has paid the subcontractors or suppliers in full for the Bailed Property. Mirion EMCORE will not pay for any Tooling necessary for the production of sample products unless otherwise provided in the applicable Reimbursement AuthorizationDepreciation.