Testing. Upon completion of each Milestone, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks shall have thirty (30) days (the “Test Period”) from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer.
Appears in 2 contracts
Sources: Development Agreement (Resonant Inc), Development Agreement (Resonant Inc)
Testing. Upon completion of each MilestoneThis Sub-Clause shall apply to all tests specified in the Contract, other than the Tests after Completion (if any). The Contractor shall provide all apparatus, assistance, documents and other information, electricity, equipment, fuel, consumables, instruments, labour, materials, and suitably qualified and experienced staff, as are necessary to carry out the specified tests efficiently. The Contractor shall agree, with the Contract Awarder, the Development Team time and place for Resonant the specified testing of any Plant, Materials and other parts of the Works. The Contract Awarder may, under Clause 13 [Variations and Adjustments], vary the location or details of specified tests, or instruct the Contractor to carry out additional tests. If these varied or additional tests show that the tested Plant, Materials or workmanship is not in accordance with the Contract, the cost of carrying out this Variation shall notify be borne by the Development Team for Skyworks in writingContractor, notwithstanding other provisions of the Contract. The Contract Awarder shall give the Contractor not less than 24 hours' notice of the Contract Awarder's intention to attend the tests. If the Contract Awarder does not attend at the time and place agreed, the Contractor may proceed with the tests, unless otherwise instructed by the Contract Awarder, and Skyworks the tests shall then be deemed to have thirty (30) days (been made in the “Test Period”) Contract Awarder's presence. If the Contractor suffers delay and/or incurs Cost from complying with these instructions or as a result of a delay for which the date of such Contract Awarder is responsible, the Contractor shall give notice to evaluate whether the Milestone has been met and/or test the applicable DuplexerContract Awarder and shall be entitled subject to Sub-Clause 20.1 [Contractor's Claims] to:
(a) an extension of time for any such delay, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform if completion is or will be delayed, under SubClause 8.4 [Extension of Time for Completion], and
(b) payment of any such Cost plus reasonable profit, which shall be added to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such Contract Price. After receiving this notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful Contract Awarder shall proceed in accordance with Sub-Clause 3.5 [Determinations] to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, agree or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such determine these matters. The Development Team for Skyworks will make appropriate corrections (including by working with Contractor shall promptly forward to the fab Contract Awarder duly certified reports of the tests. When the specified tests have been passed, the Contract Awarder shall endorse the Contractor's test certificate, or packager) and notify the Development Team for Resonant when the corrections are completeissue a certificate to him, to that effect. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice DateContract Awarder has not attended the tests, Resonant’s sole remedy and recourse for such failure he shall be deemed to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive have accepted the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone readings as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeraccurate.
Appears in 2 contracts
Sources: Contract Agreement (Renewable Fuel Corp), Contract Agreement (Renewable Fuel Corp)
Testing. Upon completion Landlord shall have the right, upon reasonable advance notice to Tenant, to conduct annual tests of each Milestonethe Premises as reasonably required to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the reasonable out-of-pocket cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty the right (at Landlord’s cost, provided that Tenant shall be required to pay the reasonable out-of-pocket cost of any such tests if such tests identify a violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified) to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to evaluate whether the Milestone has been met and/or test the applicable Duplexera confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with Resonantall Environmental Requirements for which Tenant is responsible pursuant to this Section 30. Landlord’s Development Team’s full cooperation and assistancereceipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform Subject to the specificationsterms of Section 32, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties Tenant shall have the right to be present in the Premises during any further liability testing conducted pursuant to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 2 contracts
Sources: Lease Agreement (Metacrine, Inc.), Lease Agreement (Metacrine, Inc.)
Testing. Upon completion If at any time during the Term of each Milestonethe Lease, any Governmental Authority requires testing or inspection of the Premises or any other part of the Property to determine whether there has been any release of Hazardous Materials by reason of, or in any way related to, the Development Team use of the Premises made by Lessee or anyone claiming by, through or under Lessee (including, without limitation, any Lessee Party) then, without limiting any other right or remedy which Lessee may have on account thereof, Lessee shall reimburse Lessor, upon demand, as Additional Rent, for Resonant shall notify all costs and expenses related thereto. If, in anticipation of the Development Team for Skyworks in writingcommencement of the Lease Term or at any time during the Lease Term, and Skyworks shall have thirty (30) days (the “Test Period”) Lessee or anyone claiming by, through or under Lessee performs any testing to determine whether there has been any release of Hazardous Materials from the date Premises, Lessee shall promptly provide a copy of such notice report to evaluate whether Lessor at no charge to Lessor. Lessee shall execute such affidavits as may be requested by Lessor from time to time concerning Lessee’s best knowledge and belief concerning the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteriapresence, or requirements that are set forth threat of presence, of Hazardous Materials in Exhibit A or on the Premises or which may have been discharged from the Premises. Lessor reserves the right to enter the Premises at reasonable times (orprovided twenty four (24) hours notice is given to Lessee, if applicable, an SOWexcept in the case of emergency) and subject to Lessee’s reasonable security precautions to inspect the same for Hazardous Materials. Without limiting any other term or provision of the Lease, Lessee shall indemnify, defend and hold harmless Lessor and the holder of any mortgage on Exhibit C (each such failurethe Premises from time to time from and against any claim, a “Defect”)cost, Skyworks shall promptly notify expense, liability, obligation or damage, including, without limitation, reasonable attorneys’ fees and the Resonant Development Team cost of such Defects in writing (the date of such noticelitigation, arising from, or relating to, the “Resonant Defect Notice Date”) breach by Lessee of any of the provisions of this Article 17 and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliveryimmediately discharge, or cause to waive be discharged, any lien imposed upon the failure Building, the Land or the Property or the Premises in writing and proceed connection with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexerclaim.
Appears in 2 contracts
Sources: Lease (Aura Biosciences, Inc.), Lease (Aura Biosciences, Inc.)
Testing. Upon completion of each Milestone, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks Sublessor shall have the right to conduct tests of the Subleased Premises at any time that Master Lessor seeks to sell or refinance the Subleased Premises, or if Sublessor has reasonable grounds to believe that Hazardous Materials may exist at the Subleased Premises in violation of the terms of this Sublease. Such tests shall be performed in order to determine whether any contamination of the Subleased Premises or the Project has occurred as a result of Sublessee’s use. Sublessee shall be required to pay the reasonable cost of such tests of the Subleased Premises if they are performed due to Sublessor’s reasonable grounds to believe that Hazardous Materials may exist at the Subleased Premises in violation of the terms of this Sublease (Master Lessor shall pay the costs of such tests in the event of a sale or refinancing); provided, however, that if Sublessee conducts its own tests of the Subleased Premises using third party contractors and test procedures acceptable to Sublessor which tests are certified to Sublessor, Sublessor shall accept such tests in lieu of such tests to be paid for by Sublessee. In connection with such testing, upon the request of Sublessor, Sublessee shall deliver to Sublessor or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Subleased Premises by Sublessee or any Sublessee Parties. If contamination has occurred in violation or excess of the HazMat Requirements for which Sublessee is liable under this Section 37.B.(iv), Sublessee shall pay all costs to conduct such tests. If no such contamination is found, Sublessor shall pay the costs of such tests. Sublessee shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with HazMat Requirements. Sublessor’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Sublessor may have against Sublessee. Notwithstanding anything herein to the contrary, within thirty (30) days (the “Test Period”) from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform prior to the specificationsExpiration Date or any earlier date on which this Sublease terminates, success criteriaSublessee shall, or requirements at Sublessee’s sole expense, deliver to Sublessor a phase II environmental audit of the Subleased Premises showing the environmental condition of the Subleased Premises and the completion of Sublessee’s Surrender Plan for the Subleased Premises; provided, however, that are set forth in Exhibit A (or, this sentence shall not apply if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify Sublessee continues to occupy the Resonant Development Team of such Defects in writing (Subleased Premises pursuant to the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days Future Lease following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate expiration or earlier termination of this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable DuplexerSublease.
Appears in 2 contracts
Sources: Sublease (PDL Biopharma, Inc.), Sublease (Biotech Spinco, Inc.)
Testing. Upon completion Landlord shall have the right to conduct reasonably-scoped annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the reasonable cost of such annual test of the Premises; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures reasonably acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks shall have thirty (30) days (from time to time, prior to the “Test Period”) expiration or earlier termination of the Term, but only if a Default is continuing hereunder or Landlord has a reasonable basis to believe that Tenant’s use of the Premises has resulted or threatens to result in a release of Hazardous Materials at, on, or from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteriaPremises, or requirements that are set forth in Exhibit A (orLandlord is so required by any Governmental Authority or Legal Requirement, if applicablethen Landlord shall, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering upon at least 5 days’ advance written notice to ResonantTenant, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary and non-confidential information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. Any such testing shall be performed only by qualified consultants who possess adequate types and amounts of insurance, and shall be performed in a manner that does not unreasonably interfere with Tenant’s use of the Premises for the Permitted Use. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the reasonable costs of such tests (which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Sources: Lease Agreement (Novavax Inc)
Testing. Upon completion 10.1.1 The Seller shall carry out Commissioning of each Milestonethe Plant, testing the Dependable Capacity of the Plant at the Commercial Operations Date and testing of Dependable Capacity of the Plant thereafter in accordance with this Clause 10 and Schedule 3 -.
10.1.2 If Two Step Operation of the Plant is agreed in the Minimum Functional Specifications of Schedule 1, Commissioning of the Combined Cycle Operation shall be completed within [two] years of the Commercial Operation Date.
10.1.3 The Purchaser shall be given prior written notice of any testing or Commissioning procedure in accordance with Schedule 3- and shall be entitled to have representatives present for the purpose of observing any such procedure. The Purchaser shall use its reasonable efforts to comply promptly with all reasonable requests by the Seller for assistance in carrying out such testing and Commissioning.
10.1.4 If Commissioning of the Plant [or Two Step Operation]indicates that there will be a Commissioned Shortfall, the Development Team for Resonant Seller may request one additional test of Dependable Capacity to be conducted at the Seller's expense in accordance with Schedule 3 - within thirty(30) Days after the Plant has been Commissioned. If no such additional test is requested by the Seller, the Commissioned Dependable Capacity shall notify be set in accordance with the Development Team for Skyworks in writingtest carried out pursuant to Clause
10.1.1. If such additional test is requested, then the Commercial Operations Date shall be delayed until such additional test is complete, and Skyworks the Commissioned Dependable Capacity shall have thirty (30) days (be set in accordance with the “Test Period”) from additional test.
10.1.5 If any test after the date Commercial Operations Date[or Commissioning of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines Two Step Operation]indicates that the Milestone and/or Dependable Capacity has fallen by [◆ %] percent below the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such noticeCommissioned Dependable Capacity, the “Resonant Defect Notice Date”) Seller may request one additional test of Dependable Capacity to be conducted within six (6)Days at the Seller's expense in accordance withSchedule 3 -.
10.1.6 Capacity Payments and provide liquidated damages provided in Clause 12.3.3 will be based at all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, times on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks most recent completed test of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable DuplexerDependable Capacity.
Appears in 1 contract
Sources: Power Purchase Agreement
Testing. Upon completion Landlord shall have the right but not the obligation to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises, the Development Team for Resonant Building, or the Project has occurred as a result of Tenant’s use. Except in the case of emergency, Landlord shall notify the Development Team for Skyworks in writingprovide reasonable advance notice of such inspections and tests, and Skyworks Tenant shall have thirty the right to have a representative present during any such inspections or testing in the Premises (30provided in no event shall Landlord be required to reschedule any inspections or testing as a result of Tenant’s representative’s unavailability, and if Tenant’s representative is not available at the time of the inspection or testing, the inspection or testing will proceed without Tenant’s representative). Tenant shall be required to pay the cost of such tests under this clause (d) days if Tenant is in default or Landlord has a good faith reason to believe Tenant may be in default of the lease provisions related to Hazardous Materials or if Landlord has a good faith reason to believe Hazardous Materials contamination may exist for which Tenant is responsible under this Lease. If Tenant conducts its own tests (the “Test Period”cost of which shall be at Tenant’s sole cost and expense) of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests. In addition, at any time, and from time to time prior to the date expiration or earlier termination of the Term, Landlord shall have the right to conduct additional appropriate tests of the Premises, the Building, and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary ActiveUS 183164559v.14 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (AOTC) / WEREWOLF THERAPEUTICS, INC. - Page 33 information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall have Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate environmental conditions identified by such testing (except for the confidentiality obligations any Excluded Matters) in accordance with all Environmental Requirements. Landlord’s receipt of Section 6 or satisfaction with any environmental assessment in no way waives any rights which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable DuplexerLandlord may have against Tenant.
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Such tests shall be conducted at Landlord’s sole cost and expense (and not included as an Operating Expense), unless such tests are conducted pursuant to Section 21 hereof or identify contamination for which Tenant is responsible under this Section 30, in which case Tenant shall be required to pay the Development Team cost of such tests; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures reasonably acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant by Tenant. Landlord and Tenant shall notify cooperate with one another to schedule such testing at mutually acceptable times. Tenant shall have the Development Team for Skyworks in writingright to have a representative present during such testing. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the reasonable request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible under this Section 30 in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Sources: Lease Agreement (Prothena Corp PLC)
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Net Multi-Tenant Laboratory 5505 Morehouse – Suite 300/RayzeBio - Page 27 Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to evaluate whether the Milestone has been met and/or test the applicable Duplexera confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with Resonant’s Development Team’s full cooperation and assistanceall Environmental Requirements. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform La▇▇▇▇▇▇’▇ receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant. Subject to the specificationsterms of Section 32 below, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 1 contract
Sources: Lease Agreement (RayzeBio, Inc.)
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Promises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises: provided, however, that if there is no reasonable, objective basis for believing that Tenant has breached its obligations under Section 30(a), Landlord shall pay the Development Team for Resonant cost of such test unless the actual result of such test shows that Tenant has breached its obligations under Section 30(a), If Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall notify the Development Team for Skyworks accept such tests in writinglieu of such annual tests. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (30) days (the “Test Period”) from right to conduct appropriate tests of the date Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. It contamination has occurred for which Tenant Is liable under Section 30(a). Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non- confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Testing. Upon completion 10.1.1 The Seller shall carry out Commissioning of each Milestonethe Plant, testing the Dependable Capacity of the Plant at the Commercial Operations Date and testing of Dependable Capacity of the Plant thereafter in accordance with Clause 9.14.5 and Schedule 3 -.
10.1.2 If Two Step Operation of the Plant is agreed in the Minimum Functional Specifications of Schedule 1, Commissioning of the Combined Cycle Operation shall be completed within [two] years of the Commercial Operation Date.
10.1.3 The Purchaser shall be given prior written notice of any testing or Commissioning procedure in accordance with Schedule 3 - and shall be entitled to have representatives present for the purpose of observing any such procedure. The Purchaser shall use its reasonable efforts to comply promptly with all reasonable requests by the Seller for assistance in carrying out such testing and Commissioning.
10.1.4 If Commissioning of the Plant [or Two Step Operation]indicates that there will be a Commissioned Shortfall, the Development Team for Resonant Seller may request one additional test of Dependable Capacity to be conducted at the Seller's expense in accordance with Schedule 3 - within thirty(30) Days after the Plant has been Commissioned. If no such additional test is requested by the Seller, the Commissioned Dependable Capacity shall notify be set in accordance with the Development Team for Skyworks in writingtestcarried out pursuant to Clause
1.1. If such additional test is requested, then the Commercial Operations Date shall be delayed until such additional test is complete, and Skyworks the Commissioned Dependable Capacity shall have thirty (30) days (be set in accordance with the “Test Period”) from additional test.
10.1.5 If any test after the date Commercial Operations Date[or Commissioning of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines Two Step Operation]indicates that the Milestone and/or Dependable Capacity has fallen by [ %] percentbelow the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such noticeCommissioned Dependable Capacity, the “Resonant Defect Notice Date”) Seller may request one additional test of Dependable Capacity to be conducted within six (6)Days at the Seller's expense in accordance withSchedule 3 -.
10.1.6 Capacity Payments and provide liquidated damages provided in Clause 12.3.3 will be based at all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, times on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks most recent completed test of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable DuplexerDependable Capacity.
Appears in 1 contract
Sources: Power Purchase Agreement
Testing. Upon completion Landlord shall have the right, but not the obligation, to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to evaluate whether the Milestone has been met and/or test the applicable Duplexera confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with Resonantall Environmental Requirements. L▇▇▇▇▇▇▇’s Development Team’s full cooperation and assistancereceipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord may have against T▇▇▇▇▇. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform Subject to the specificationsterms of Section 32 below, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination30(d). Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer.DOCVARIABLE #DNDocID \* MERGEFORMAT 758013178.6 Net Multi-Tenant Laboratory 8▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ – ▇▇▇▇▇ ▇▇▇/▇▇▇▇▇ Tx - Page 28
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the actual and reasonable cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all actual and reasonable costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). 732202571.1 Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible under this Lease in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant. Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 1 contract
Testing. Upon completion of each Milestone, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks Landlord shall have thirty (30) days (the “Test Period”) from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexerright, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all upon reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering advance written notice to ResonantTenant, which to conduct annual tests of the Premises to determine whether any contamination of the Premises, the Property or the Project has occurred as a result of Tenant’s use. Tenant shall become effective 30 days after delivery, or be required to waive pay the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks reasonable out-of-pocket cost of such fact annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures reasonably acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in writing (lieu of the date of such notice the “Skyworks Notice Defect Date”)annual tests to be paid for by Tenant. In addition, at any time, and provide all from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right, upon reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering advance written notice to SkyworksTenant, to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. Following any such termination, none tests of the parties Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible under this Lease in accordance with all Environmental Requirements. ▇▇▇▇▇▇▇▇’s receipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord may have against ▇▇▇▇▇▇. Subject to the terms of Section 32 below, Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 1 contract
Testing. Upon completion Landlord shall have the right but not the obligation to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises, the Development Team for Resonant Building, or the Project has occurred as a result of Tenant’s use. Except in the case of emergency, Landlord shall notify the Development Team for Skyworks in writingprovide reasonable advance notice of such inspections and tests, and Skyworks Tenant shall have thirty the right to have a representative present during any such inspections or testing in the Premises (30provided in no event shall Landlord be required to reschedule any inspections or testing as a result of Tenant’s representative’s unavailability, and if Tenant’s representative is not available at the time of the inspection or testing, the inspection or testing will proceed without Tenant’s representative). Tenant shall be required to pay the cost of such tests under this clause (d) days if Tenant is in default or Landlord has a good faith reason to believe Tenant may be in default of the lease provisions related to Hazardous Materials or if Landlord has a good faith reason to believe Hazardous Materials contamination may exist for which Tenant is responsible under this Lease. If Tenant conducts its own tests (the “Test Period”cost of which shall be at Tenant’s sole cost and expense) of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests. In addition, at any time, and from time to time prior to the date expiration or earlier termination of the Term, Landlord shall have the right to conduct additional appropriate tests of the Premises, the Building, and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall have Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate environmental conditions identified by such testing (except for the confidentiality obligations any Excluded Matters) in accordance with all Environmental Requirements. Landlord’s receipt of Section 6 or satisfaction with any environmental assessment in no way waives any rights which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable DuplexerLandlord may have against Tenant.
Appears in 1 contract
Testing. Upon completion 10.1.1 The Seller shall carry out Commissioning of each Milestonethe Plant, testing the Dependable Capacity of the Plant at the Commercial Operations Date and testing of Dependable Capacity of the Plant thereafter in accordance with Clause 9.14.5 and Schedule 3 -.
10.1.2 If Two Step Operation of the Plant is agreed in the Minimum Functional Specifications of Schedule 1, Commissioning of the Combined Cycle Operation shall be completed within [two] years of the Commercial Operation Date.
10.1.3 The Purchaser shall be given prior written notice of any testing or Commissioning procedure in accordance with Schedule 3 - and shall be entitled to have representatives present for the purpose of observing any such procedure. The Purchaser shall use its reasonable efforts to comply promptly with all reasonable requests by the Seller for assistance in carrying out such testing and Commissioning.
10.1.4 If Commissioning of the Plant [or Two Step Operation]indicates that there will be a Commissioned Shortfall, the Development Team for Resonant Seller may request one additional test of Dependable Capacity to be conducted at the Seller's expense in accordance with Schedule 3 - within thirty(30) Days after the Plant has been Commissioned. If no such additional test is requested by the Seller, the Commissioned Dependable Capacity shall notify be set in accordance with the Development Team for Skyworks in writingtestcarried out pursuant to Clause
1.1. If such additional test is requested, then the Commercial Operations Date shall be delayed until such additional test is complete, and Skyworks the Commissioned Dependable Capacity shall have thirty (30) days (be set in accordance with the “Test Period”) from additional test.
10.1.5 If any test after the date Commercial Operations Date[or Commissioning of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines Two Step Operation]indicates that the Milestone and/or Dependable Capacity has fallen by [◆ %] percentbelow the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such noticeCommissioned Dependable Capacity, the “Resonant Defect Notice Date”) Seller may request one additional test of Dependable Capacity to be conducted within six (6)Days at the Seller's expense in accordance withSchedule 3 -.
10.1.6 Capacity Payments and provide liquidated damages provided in Clause 12.3.3 will be based at all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, times on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks most recent completed test of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable DuplexerDependable Capacity.
Appears in 1 contract
Sources: Power Purchase Agreement
Testing. Upon completion Landlord shall have the right, but not the obligation, to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to evaluate whether the Milestone has been met and/or test the applicable Duplexera confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with Resonantall Environmental Requirements. L▇▇▇▇▇▇▇’s Development Team’s full cooperation and assistancereceipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord may have against T▇▇▇▇▇. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform Subject to the specificationsterms of Section 32 below, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant's use. Tenant shall be required to pay the cost of such annual test of the Premises; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are addressed directly to Tenant and Landlord from the third party contractors, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant's use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement (which excepts matters required to be reported or disclosed to Governmental Authority). Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord's CONFIDENTIAL - DO NOT COPY Net/Gross Multi-Tenant 500 Arsenal Street/Acusphere, Inc. - Page 25 Office/Laboratory receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Sources: Lease Agreement (Acusphere Inc)
Testing. Upon completion Landlord shall, upon reasonable prior notice to Tenant, have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is a violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures reasonably acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, upon reasonable prior notice to Tenant, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a terminationagainst Tenant. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer.Net Laboratory 4796 Executive/Otonomy - Page 27
Appears in 1 contract
Sources: Lease Agreement (Otonomy, Inc.)
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use (no more frequently than once per calendar year). Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team for Resonant Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall notify accept such tests in lieu of the Development Team for Skyworks in writingannual tests. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to evaluate whether the Milestone has been met and/or test the applicable Duplexera confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with Resonantall Environmental Requirements. ▇▇▇▇▇▇▇▇’s Development Team’s full cooperation and assistancereceipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform Subject to the specificationsterms of Section 32 below, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is a violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all reasonable costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot Net Multi-Tenant Laboratory 19 Presidential Way/Dimension - Page 27 constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the reasonable, actual cost of such annual test of the Development Team Premises only if there is a violation of this Section 30 or if contamination for Resonant which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures reasonably acceptable to Landlord which tests are certified to DocuSign Envelope ID: FC2CC128-9822-4855-A001-C19E6B8CA968 Buildings B3 and B4/Singular - Page 30 Landlord, Landlord shall notify accept such tests in lieu of the Development Team annual tests to be paid for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the reasonable written request of Landlord, Tenant shall deliver to Landlord or its consultant such non- proprietary information concerning the use of Hazardous Materials (other than Hazardous Materials contained in products customarily used by tenants in de minimis quantities for ordinary cleaning and office purposes) in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible under this Section 30 in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. ▇▇▇▇▇▇▇▇’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant. Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 1 contract
Testing. Upon completion of each Milestone, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks shall have thirty (30) not less than 15 days (the “Test Period”) from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering advance written notice to ResonantTenant, Landlord shall have the right to conduct annual tests of the Premises (at its sole cost except as otherwise provided in this Section 30) to determine whether any contamination of the Premises or the Project has occurred as a result of T▇▇▇▇▇’s use. Landlord shall use reasonable efforts to minimize interference with T▇▇▇▇▇’s business during such testing. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for by Tenant. In addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non- confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions which Tenant is responsible for under this Lease and which are identified by such testing in accordance with all Environmental Requirements. L▇▇▇▇▇▇▇’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Sources: Lease Agreement (GreenLight Biosciences Holdings, PBC)
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises; provided, however, that if there is no reasonable, objective basis for believing that Tenant has breached its obligations under Section 30(a), Landlord shall pay the Development Team for Resonant cost of such test unless the actual result of such test shows that Tenant has breached its obligations under Section 30(a). If Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall notify the Development Team for Skyworks accept such tests in writinglieu of such annual tests. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (30) days (the “Test Period”) from right to conduct appropriate tests of the date Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under Section 30(a), Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Testing. Upon completion Landlord shall have the right, but not the obligation, to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to evaluate whether the Milestone has been met and/or test the applicable Duplexera confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with Resonantall Environmental Requirements. ▇▇▇▇▇▇▇▇’s Development Team’s full cooperation and assistancereceipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord may have against ▇▇▇▇▇▇. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform Subject to the specificationsterms of Section 32 below, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination30(d). Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer.DOCVARIABLE #DNDocID \* MERGEFORMAT 758013178.6 Net Multi-Tenant Laboratory ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ – ▇▇▇▇▇ ▇▇▇/Cargo Tx - Page 28
Appears in 1 contract
Testing. Upon completion of each Milestone, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks shall have thirty (30) not less than 15 days (the “Test Period”) from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering advance written notice to ResonantTenant, Landlord shall have the right to conduct annual tests of the Premises (at its sole cost except as otherwise provided in this Section 30) to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s business during such testing. Tenant shall be required to pay the cost of such annual test of the Premises if there is a violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for by Tenant. In addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible hereunder in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is a violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified Net Laboratory 29 ▇▇▇▇▇▇▇▇/Rana Development - Page 26 (otherwise Landlord shall pay such testing costs which shall not constitute an Operating Expense); provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all reasonable costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is a violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all reasonable costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot Net Multi-Tenant Laboratory 19 Presidential Way/Frequency - Page 27 constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Testing. Upon completion 10.1.1 The Seller shall carry out Commissioning of each Milestonethe Plant, testing the Dependable Capacity of the Plant at the Commercial Operations Date and testing of Dependable Capacity of the Plant thereafter in accordance with this Clause 10 and Schedule 3 -.
10.1.2 If Two Step Operation of the Plant is agreed in the Minimum Functional Specifications of Schedule 1, Commissioning of the Combined Cycle Operation shall be completed within [two] years of the Commercial Operation Date.
10.1.3 The Purchaser shall be given prior written notice of any testing or Commissioning procedure in accordance with Schedule 3- and shall be entitled to have representatives present for the purpose of observing any such procedure. The Purchaser shall use its reasonable efforts to comply promptly with all reasonable requests by the Seller for assistance in carrying out such testing and Commissioning.
10.1.4 If Commissioning of the Plant [or Two Step Operation]indicates that there will be a Commissioned Shortfall, the Development Team for Resonant Seller may request one additional test of Dependable Capacity to be conducted at the Seller's expense in accordance with Schedule 3 - within thirty(30) Days after the Plant has been Commissioned. If no such additional test is requested by the Seller, the Commissioned Dependable Capacity shall notify be set in accordance with the Development Team for Skyworks in writingtest carried out pursuant to Clause
10.1.1. If such additional test is requested, then the Commercial Operations Date shall be delayed until such additional test is complete, and Skyworks the Commissioned Dependable Capacity shall have thirty (30) days (be set in accordance with the “Test Period”) from additional test.
10.1.5 If any test after the date Commercial Operations Date[or Commissioning of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines Two Step Operation]indicates that the Milestone and/or Dependable Capacity has fallen by [ %] percent below the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such noticeCommissioned Dependable Capacity, the “Resonant Defect Notice Date”) Seller may request one additional test of Dependable Capacity to be conducted within six (6)Days at the Seller's expense in accordance withSchedule 3 -.
10.1.6 Capacity Payments and provide liquidated damages provided in Clause 12.3.3 will be based at all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, times on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks most recent completed test of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable DuplexerDependable Capacity.
Appears in 1 contract
Sources: Power Purchase Agreement
Testing. Upon completion Landlord shall, upon reasonable prior notice to Tenant, have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, upon reasonable prior notice to Tenant, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Sources: Sublease (Kura Oncology, Inc.)
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises, Building, Property or Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the Development Team cost of such annual test of the Premises if there is a violation of this Section 30 or if contamination for Resonant which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall notify accept such tests in lieu of the Development Team annual tests to be paid for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (30) days (the “Test Period”) from right to conduct appropriate tests of the date Premises, Building, Property and Project to determine if contamination has occurred as a result of such notice ▇▇▇▇▇▇’s use of the Premises subject to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering prior written notice to ResonantTenant. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. ▇▇▇▇▇▇▇▇’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Testing. Upon completion If Landlord reasonably believes that any Hazardous Materials have been released on, in, under or at the Premises in violation of each Milestonethis Lease or any Legal Requirement, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks Landlord shall have thirty (30) days (the “Test Period”) from right to conduct appropriate tests of the date Premises or any portion thereof to demonstrate that Hazardous Materials are present or that contamination has occurred due to the acts or omissions of any of the Tenant Parties. Tenant shall pay all reasonable costs of such notice tests if such tests reveal that Hazardous Materials exist at the Premises in violation of this Lease or any Legal Requirement. If any Mortgagee or governmental authority requires testing to evaluate determine whether the Milestone there has been met and/or test any release of Hazardous Materials and such testing is required as a result of the applicable Duplexeracts or omissions of any of the Tenant Parties, then Tenant shall reimburse Landlord upon demand, as additional rent, for the reasonable costs thereof, together with Resonant’s Development Team’s full cooperation and assistanceinterest at the Default Rate until paid in full. If Skyworks determines that Further, Landlord shall have the Milestone and/or the applicable Duplexer does not conform right to the specificationsrequest from Tenant a report from a third party safety consultant engaged by Tenant which is reasonably acceptable to Landlord, success criteria, or requirements that are set forth in Exhibit A (or, if applicableTenant does not obtain and deliver such a report to Landlord, within ten (10) Business Days of written request from Landlord and an SOWadditional five-(5)-Business-Day period following notice from Landlord, to cause a third party consultant reasonably approved by ▇▇▇▇▇▇ and retained by Landlord (“Landlord’s Safety Consultant”) to review, but not more than once in any calendar year, ▇▇▇▇▇▇’s lab operations, procedures and on Exhibit C permits to ascertain whether or not Tenant is complying with law and adhering to best industry practices, provided that such consultant enters into a non-disclosure agreement reasonably satisfactory to Tenant and Tenant is provided a copy of any such report. ▇▇▇▇▇▇ agrees to cooperate in good faith, at no expense to Tenant (each such failure, a “Defect”subject to the next following sentence), Skyworks with any such review and to provide to such consultant any information requested by such consultant and reasonably required in order for such consultant to perform such review, but nothing contained herein shall promptly notify require Tenant to provide proprietary or confidential information to such consultant. Landlord shall bear the Resonant Development Team cost of such Defects Landlord’s Safety Consultant, unless it is determined that, based upon the inspection of Landlord’s Safety Consultant that Tenant is in writing (the date breach of such noticeits obligations under this Section 17, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period which event Tenant shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties shall have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except responsible for the confidentiality obligations of costs incurred by Landlord in engaging ▇▇▇▇▇▇▇▇’s Safety Consultant pursuant to this Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer17.4.
Appears in 1 contract
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the actual and reasonable cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Tenant shall pay all actual and reasonable costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A tests (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after deliverynot constitute an Operating Expense).
732202571.1 Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible under this Lease in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant. Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 1 contract
Sources: Assignment and Assumption of Lease (Turning Point Therapeutics, Inc.)
Testing. Upon completion of each Milestone, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks shall have thirty (30) not less than 15 days (the “Test Period”) from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering advance written notice to ResonantTenant, Landlord shall have the right to conduct annual tests of the Premises (at its sole cost except as otherwise provided in this Section 30) to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Landlord shall use reasonable efforts to minimize interference with Tenant’s business during such testing. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for by Tenant. In addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions which Tenant is responsible for under this Lease and which are identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Sources: Lease Agreement (Biolex, Inc.)
Testing. Upon completion (a) Testing of each MilestoneProduct shall be performed in accordance with the applicable terms of the Quality Manual.
(b) In the event that any delivery fails to conform to the Specifications as described in Schedule “D”, or shall have been Formulated under conditions that do not comply with applicable FDA requirements of the Development Team for Resonant shall notify provisions of this Agreement, Bone Care may reject such shipment by giving written notice to Draxis within sixty (60) days after delivery of the Development Team for Skyworks Product specifying the manner in writing, and Skyworks which such delivery fails to meet the requirements thereof. Draxis shall have thirty (30) days within which to accept or reject Bone Care’s claims. Bone Care may withhold payment for any delivery of Product which fails to meet the requirements hereof. With respect to claims accepted by Draxis, the invoice covering such shipment will be revised to reflect that no payment is due on such rejected Product.
(c) In the “Test Period”) event of a dispute as to Section 3.1(b), such dispute shall be resolved promptly by an independent testing organization of recognized repute within the pharmaceutical industry where Bone Care intends to sell the Product, mutually chosen by the Parties, the appointment of which shall not be unreasonably delayed by either Party. The analytical methods used shall comply with FDA cGMP. Until a dispute is resolved, neither Bone Care nor Draxis will dispose of a non-conforming delivery without prior written authorization from the date other Party. The fees and costs of the testing organization, and storage and handling of the Product, shall be borne by the Party determined by such notice testing organization to evaluate whether have not fulfilled their respective obligations under this Agreement. The determination of the Milestone has been met and/or test testing organization shall be final and binding upon the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistanceParties. If Skyworks determines In the event that the Milestone and/or the applicable Duplexer does not conform payment regarding a shipment is withheld by Bone Care pursuant to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOWSection 3.1(b) and on Exhibit C (each such failurea dispute that arises regarding that shipment under that Section is resolved in favor of Draxis, a “Defect”), Skyworks Bone Care shall promptly notify make payment to Draxis for the Resonant Development Team full amount of the invoice covering such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defectsshipment. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period Such payment shall be extended by an additional thirty (30) days to allow correction made notwithstanding any non-compliance of such Defects and to allow for re-testing. If and when Skyworks verifies that expiration date assignments under Section E of the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to ResonantQuality Manual, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that non-compliance is a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none direct result of the parties delays occasioned by the dispute resolution procedure specified in this Section where the dispute is resolved in favor of Draxis. Furthermore, where a dispute is resolved in Draxis’ favour, Bone Care shall have any further liability assume all risks relating to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexerdiminished Product shelf life.
Appears in 1 contract
Sources: Manufacture and Supply Agreement (Draxis Health Inc /Cn/)
Testing. Upon completion of each Milestone, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks shall have thirty (30) not less than 15 days (the “Test Period”) from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexer, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering advance written notice to ResonantTenant, Landlord shall have the right to conduct annual tests of the Premises (at its sole cost except as otherwise provided in this Section 30) to determine whether any contamination of the Premises or the Project has occurred as a result of ▇▇▇▇▇▇’s use. Landlord shall use reasonable efforts to minimize interference with ▇▇▇▇▇▇’s business during such testing. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for by Tenant. In addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions which Tenant is responsible for under this Lease and which are identified by such testing in accordance with all Environmental Requirements. ▇▇▇▇▇▇▇▇’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract
Sources: Lease Agreement (GreenLight Biosciences Holdings, PBC)
Testing. Upon completion Landlord shall have the right to conduct annual tests of each Milestonethe Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Development Team Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for Resonant shall notify the Development Team for Skyworks in writingby Tenant. In addition, at any time, and Skyworks from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have thirty (the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30) days (, Net Multi-Tenant Laboratory 5505 Morehouse – Suite 300/RayzeBio - Page 27 Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the “Test Period”) from the date costs of such notice tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to evaluate whether the Milestone has been met and/or test the applicable Duplexera confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with Resonantall Environmental Requirements. ▇▇▇▇▇▇▇▇’s Development Team’s full cooperation and assistancereceipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform Subject to the specificationsterms of Section 32 below, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering written notice to Resonant, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks of such fact in writing (the date of such notice the “Skyworks Notice Defect Date”), and provide all reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering written notice to Skyworks, which shall become effective 30 days after delivery, or to waive the failure in writing and proceed with the Development Project. Following any such termination, none of the parties Tenant shall have any further liability the right to have a Tenant representative present while Landlord conducts tests in the other and Premises pursuant to this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexer30(d).
Appears in 1 contract
Sources: Lease Agreement (RayzeBio, Inc.)
Testing. Upon completion of each Milestone, the Development Team for Resonant shall notify the Development Team for Skyworks in writing, and Skyworks Landlord shall have thirty (30) days (the “Test Period”) from the date of such notice to evaluate whether the Milestone has been met and/or test the applicable Duplexerright, with Resonant’s Development Team’s full cooperation and assistance. If Skyworks determines that the Milestone and/or the applicable Duplexer does not conform to the specifications, success criteria, or requirements that are set forth in Exhibit A (or, if applicable, an SOW) and on Exhibit C (each such failure, a “Defect”), Skyworks shall promptly notify the Resonant Development Team of such Defects in writing (the date of such notice, the “Resonant Defect Notice Date”) and provide all upon reasonable information and data concerning its determination that may be useful to Resonant in correcting the Defects. The Development Team for Resonant will make appropriate corrections and notify the Development Team for Skyworks when the corrections are complete. The Test Period shall be extended by an additional thirty (30) days to allow correction of such Defects and to allow for re-testing. If and when Skyworks verifies that the Milestone has been met and/or the applicable Duplexer is free from all Defects, Skyworks shall promptly notify the Resonant Development Team in writing and such notification shall constitute “Acceptance.” If, on the other hand, Resonant is unable to correct all Defects within thirty days (30) business days following the Resonant Defect Notice Date, Skyworks’s sole remedy and recourse for such failure and Defect shall be to terminate this Agreement by delivering advance written notice to ResonantTenant, which to conduct annual tests of the Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Landlord shall become effective 30 days after delivery, or use reasonable efforts to waive minimize interference with Tenant’s operations in the failure in writing and proceed with Premises during such performance of testing pursuant to this Section 30(d). Tenant shall only be required to pay the Development Project. If Resonant determines that a Defect or a failure to reach a Milestone is caused to any extent by a failure by Skyworks to perform its obligations set forth on Exhibit A, or due to either fab or duplexer packaging, then Resonant shall promptly notify the Development Team for Skyworks cost of such fact annual test of the Premises if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in writing (the date lieu of such notice the “Skyworks Notice Defect Date”)annual tests. In addition, at any time, and provide all from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right, upon reasonable information and data concerning its determination that may be useful to Skyworks in correcting such matters. The Development Team for Skyworks will make appropriate corrections (including by working with the fab or packager) and notify the Development Team for Resonant when the corrections are complete. If Skyworks is unable to correct all such matters within thirty (30) business days following the Skyworks Defect Notice Date, Resonant’s sole remedy and recourse for such failure shall be to terminate this Agreement by delivering advance written notice to SkyworksTenant, to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall become effective 30 days after deliverynot constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, or to waive the failure in writing non-confidential reports and proceed with the Development Project. Following any such termination, none tests of the parties shall Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible under this Lease in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have any further liability to the other and this Agreement, including all exclusivity provisions, shall terminate except for the confidentiality obligations of Section 6 which shall survive such a termination. Commencement of each Milestone following the first Milestone is expressly conditioned upon successful completion of the immediately preceding Milestone as evidenced by Acceptance of the applicable preceding Milestones and any applicable Duplexeragainst Tenant.
Appears in 1 contract