Overruns Sample Clauses
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Overruns. (i) The Operating Member shall notify the Board in monthly reports provided pursuant to Section 4.5(a) of any reasonably anticipated overruns in excess of the aggregate expenditures authorized in an Approved Budget.
(ii) Subject to Section 4.4(e), the Operating Member shall not permit the aggregate costs provided for in the Budget for an Approved Program and Budget, to increase by more than 10% in the absence of Force Majeure unless authorized by the Board or by a Supplemental Program and Budget Approved by the Board pursuant to Section 5.5(a).
(iii) The Operating Member may, to the extent reasonably necessary and subject to Section 4.4(e), scale down, or cause Nevada JV to scale down, Operations being carried out under a Nevada JV Approved Program and Budget to avoid or minimize an unauthorized overrun pending action by the Board authorizing such overrun independently or in the context of a Supplemental Program and Budget Approved by the Board.
(iv) Funds necessary to pay for permitted overruns with respect to an Approved Program and Budget shall be obtained to the extent reasonably possible from Cash Available to Nevada JV. Unless otherwise determined by the Board, the Members shall, pursuant to Section 5.6(b), provide funding required for any shortfall as Capital Contributions to Nevada JV in their respective Proportionate Interests in accordance with Monthly Funding Statements or Special Funding Statements provided by the Operating Member pursuant to Section 4.5(b)(ii).
Overruns. Each Party shall notify the other Party promptly upon becoming aware that the anticipated Clinical Study Costs to be incurred by such Party shall be in excess of the Clinical Study Budget. Thereafter the Parties shall discuss the causes of any such increase and evaluate potential mitigation measures to prevent a further increase of Clinical Study Costs.
6.4.1 To the extent, based on this discussion, that the Parties conclude that the anticipated amount of the Clinical Study Costs is likely not to exceed [***] percent ([***]%) of the Clinical Study Budget (the “Permitted Overage”), such anticipated or actual Clinical Study Costs shall be included for the purposes of determining the amounts to be paid from one Party to the other Party in order for the Parties to equally share the Clinical Study Costs , provided that such costs are not incurred as a result of any breach of this Agreement by a Party.
6.4.2 If either Party foresees that the anticipated amount of the applicable Clinical Study Costs is likely to exceed the Permitted Overage, both Parties shall review, discuss and determine in good faith whether to approve the excess costs. If the Parties fail to reach a consensus decision to jointly undertake the excess costs or are unable to reach an agreement on mitigation measures to prevent the excess costs, [***], InnoCare shall have the sole right to make the final decision on the matters relating to the overruns of the Clinical Study Costs. If ▇▇▇▇▇▇▇▇ does not agree with InnoCare’s final decision, ▇▇▇▇▇▇▇▇ may opt out of participation in the Clinical Study past the Permitted Overage, provided that ArriVent shall not have rights (including rights to receive and any ownership rights) to Clinical Study Results generated after the date of ArriVent’s opt-out, including Raw Data and Clinical Study Report. InnoCare will submit to ArriVent on or after the opt-out date an invoice of Clinical Study Costs accrued prior to the opt-out date and not already reimbursed by ▇▇▇▇▇▇▇▇. ArriVent will pay to InnoCare [***]% of all undisputed amounts set forth in such invoice no later than [***] following receipt of the invoice. InnoCare will not be required to return any ArriVent Compound and ArriVent will cooperate with InnoCare to facilitate InnoCare’s purchase of any additional ArriVent Compound directly from Allist. For clarity, nothing in this Section 6.4.2 will serve to modify Section 9.
Overruns. The parties acknowledge that the Funding in clause 2.1 is the total amount available from the Ministry for the Project, and that the Recipient will be liable for all cost overruns in relation to the delivery of the Project. The Ministry will not be liable for any cost overruns. The Recipient will carefully monitor the likelihood of cost overruns through its budgeting and reporting process, and will notify the Ministry as soon as it is aware of that there is a high likelihood that Project costs will exceed the total Funding available under this Agreement. The parties will consult on a solution.
Overruns. The Recipient shall be responsible for all costs of the Project, including cost overruns, if any.
Overruns. In the event that the total cost of a funded project exceeds the estimate of costs upon which this Agreement is made, LOCAL AGENCY may request additional funds to cover the Agreement share of the amount exceeded. However, there is no assurance that any such funds are, or may be, available for reimbursement. Any increase in funding will require an amendment.
Overruns. (a) Each Party shall notify the other Party [***] that the anticipated Development Costs or Allowable Expenses to be incurred by such Party for a Collaboration Product for a given Calendar Year shall be in excess of the applicable approved Development Budget or Commercialization Budget, respectively, for such Collaboration Product for such Calendar Year.
(b) Following such notification, the Financial Working Group shall discuss the causes of any such increase and evaluate potential mitigation measures to prevent a further increase of Development Costs or Allowable Expenses, as applicable. To the extent, based on this discussion, the Financial Working Group concludes that the anticipated amount of the concerned category of Development Costs or Allowable Expenses is likely not to exceed [***] of the aggregate annual amounts budgeted (the “Permitted Overage”) to be incurred by or on behalf of the concerned Party for its activities for the Collaboration Product in such Calendar Year as set forth in the then-current applicable Development Budget or Commercialization Budget, respectively, such anticipated costs or expenses shall be included in the calculation of the applicable Development Costs or applicable Allowable Expenses for the purposes of calculating the Development Cost sharing pursuant to Section 9.1 or calculating the profit or loss sharing pursuant to Section 9.2, provided that:
(i) [***]; and
(ii) [***].
(c) If the Financial Working Group concludes that:
(i) the anticipated amount of the applicable Development Costs or Allowable Expenses is likely to exceed the Permitted Overage (such amount the “Excess Costs”); and
(ii) there are no mitigation measures to prevent such Excess Costs, the JSC shall discuss in good faith a corresponding amendment of the concerned Development Budget or Commercialization Budget, as applicable, to reflect the anticipated Excess Costs. [***].
(d) [***].
(e) [***].
(f) [***].
Overruns. The Parties acknowledge that the Funding in clause 3.1 (Schedule 1) is the Total Maximum Amount Payable by the Ministry for the Project, and that the Recipient will be liable for all cost overruns in relation to the delivery of the Project. The Ministry will not be liable for any cost overruns. The Recipient will carefully monitor the likelihood of cost overruns through its budgeting and reporting process, and will notify the Ministry as soon as it is aware that there is a likelihood that Project Costs will exceed the Total Maximum Amount Payable under this Agreement.
Overruns. With respect to each Research Program:
(a) Iambic shall promptly inform ▇▇▇▇▇▇ upon ▇▇▇▇▇▇ determining that it is likely to overspend by more than [***] set forth in the Research Budget for such Research Program.
(b) The portion of any [***].
(c) If [***], Iambic shall provide to the JSC a full explanation for exceeding such aggregate budgeted costs under the applicable Research Plan. [***].
(d) Any overspend that is included in Iambic Research Costs as provided in clause (b) or clause (c) above shall be a “Permitted Budget Overrun”. To the extent that any overspend is not included in Iambic Research Costs as provided in clause (b) or clause (c) above, Iambic shall be solely responsible for the overspend. [***], in each case ((i) and (ii)), except to the extent such excess FTE Costs or Out-of-Pocket Costs are a Permitted Budget Overrun (and therefore subject to reimbursement by ▇▇▇▇▇▇) or are attributable to Iambic’s or its Affiliate’s negligence, willful misconduct or breach of this Agreement (for clarity, Iambic not continuing to conduct Research activities or incur costs as permitted by this Section 7.3.2(d) shall not, in and of itself, constitute a breach of clause (b) or clause (c) of Section 5.5.1 (Diligence; Performance)).
Overruns. You hereby agree that if the duration of an event runs over the stated finish time by more than 30 minutes, you shall, at our discretion, pay to us a surcharge that will not exceed 10% of the event/function price for our continued service, per each extra hour or any part thereof, over and above this time;
Overruns. The use of capacity or energy in amounts greater than Contractor’s Available Capacity and/or Available Energy provided for in this Contract.