Hardship Event definition

Hardship Event means a material shortage or constraint of supply of the Component (including the Common Components) in the market that is without prejudice to Section 29.1, beyond the Supplier’s reasonable control which objectively makes the fulfilment of Volume Plan becomes excessively onerous from a commercial or financial perspective. “Industry Standard” means the exercise of such professionalism, skill, diligence, prudence and foresight which would normally be expected at any given time from a skilled and experienced actor engaged in a similar type of undertaking as under this Manufacturing Agreement. “Job1” means in relation to this Manufacturing Agreement and the Vehicle, the date on which the production of the Vehicle starts. “JPH” means jobs per hour i.e., number of vehicles produced in an hour. "Know-How" means the technical information, knowledge and experience related to the Technical Specification or conveyed through the technical assistance rendered under this Manufacturing Agreement incorporating, if any, industrial and/or intellectual property rights. Agreement No.: GEE23-015 8 “Life Cycle Planning Volumes” shall have the meaning and number given to it for a period from FY2023 to FY2029 under Appendix 1. “LTIV” means the long-term investment volumes as elaborated on in Appendix 2 Volume Planning procedures. “Minor Defects” means a truly minor Defect, [***], not meeting the Technical Specification, which has an insignificant impact on functioning of the Vehicle and/or Component, such as small non-visual or visual negative quality impressions (including but not limited to screeches, scratches etc) which are detectable by experts only, however always excluding (i) any systematic or repetitive Defects unless otherwise approved by Buyer, including but not limited to Systematic Defects, and (ii) Defects in Components. The Parties acknowledge that a Minor Defect does not need to be repaired in most cases but when it frequently and repetitively occurs, the Supplier will make its commercial best efforts to take actions to prevent such Minor Defect from reoccurring on future deliveries. “Manufacturing and Vehicle Supply Agreement” or “Manufacturing Agreement” means this Manufacturing and Vehicle Supply Agreement including its appendices and exhibits attached hereto. “OKtB” means the date when the Vehicle starts to be delivered to external customers as further defined in the Development Agreement. “[***] Manufacturing Agreement” means the [***] Manufacturing and Vehi...

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Hardship Event means that a continued performance has become excessively burdensome because of an

Hardship Event means: (A) any changes in raw material inputs or associated costs outside of the manufacturer's control which lead to increased costs to Seller in sourcing the Goods from a manufacturer or supplier, including but not restricted to increases in fuel prices, energy costs, material prices or freight and transport costs; and/or (B) any changes to or introduction of new central or regional laws, regulations or policies in the country from which Seller sources the Goods or in which the Goods are manufactured which lead to increased costs to Seller in sourcing the Goods, including but not restricted to increases in government charges, taxes, excises, or any other duties or charges, or any change in the long term exchange rate between the currency of the country of origin of the Goods and the USD. If, at any time during the term of this Agreement, a Hardship Event occurs, Seller may notify the Buyer of such occurrence, and request a meeting to discuss appropriate changes to the terms of supply of the Goods or adjustments to the price in light of such Hardship Event (such notice, a “Hardship Notice”). The Buyer is not obliged to agree to any change to the terms of supply of the Goods or the supply price of the Goods as a result of a Hardship Event, however, if the parties are unable to reach agreement on appropriate changes to the price of supply of the Goods or other terms of supply within 14 days of the date of the Hardship Notice from Seller, and Seller is not prepared to continue supplying the Goods, then Seller may suspend supply of the Goods for an indefinite period.

Examples of Hardship Event in a sentence

• Upon receipt of the Hardship Event Notice, Buyer and Seller shall attempt to negotiate mutually agreeable adjustments to the terms of this Agreement [***].

• Seller shall give Buyer and its representatives’ reasonable access to the relevant information of Seller and its Affiliates relating to the Hardship Event and furnish to Buyer and its representatives such other data and other information relating to the Hardship Event as such persons may reasonably request.

• If any change or development occurs after the Effective Date [***] (such change or development, a “Hardship Event”), Seller shall be entitled to provide notice to Buyer of the occurrence of such Hardship Event and shall provide to Buyer in such notice the details of the Hardship Event including reasonable documentation [***] (“Hardship Event Notice”).

• Accordingly (i) if CLIENT requests LONZA conduct any other activities in a suite used for the manufacture and supply of Product in the Facility for the same dates, LONZA shall allocate the applicable [***], Cancellation Payment or True-Up Payment for such event to such other activities requested to be performed during the same dates and (ii) CLIENT shall use Reasonable Commercial Effort to limit the period of any Hardship Event.

More Definitions of Hardship Event

Hardship Event means that (i) the receipt of one or more payments payable under the Contract or/and (ii) the execution of one or more payments payable under the Contract in the good faith determination of the Seller, in its sole discretion:

Hardship Event means:

Hardship Event means the occurrence of any of the following: [***] except in the case (a) or (b) occurs (i) at the express direction of CLIENT or (ii) if such is caused intentionally by the actions or inactions of CLIENT.