Cost Improvements Sample Clauses

Cost Improvements. Promptly after a Product has been launched, LONZA will in good faith continuously seek to improve and reduce direct material costs, direct operating labor costs and indirect expenses attributable to the manufacture of the Product throughout the term of this Agreement and, at the request of MODERNA, provide MODERNA with written evidence demonstrating the efforts and activities undertaken by LONZA in furtherance thereof. LONZA and MODERNA agree to periodically, but not less than [***], review the cost of materials, labor, expenses and other matters that influence the price MODERNA pays for the Product and determine whether any price decreases may be appropriate. Upon the request of MODERNA, LONZA will provide to MODERNA reasonable evidence of any and all improvements as they are achieved and of the availability of any potential improvements hereunder. LONZA agrees to reflect and incorporate into this Agreement achieved price reductions realized by LONZA after the effective date of such price change. MODERNA and LONZA will set specific key performance indicators defining timing and percent reduction for the manufacture of the Product (“KPIs”) once a Product has been launched. KPIs may include, but are not limited to, manufacturing operations (including inventory reductions, process improvement, and lead-times), sourcing, international operations and logistics, and business practices. Progress of these goals will be reviewed periodically, but in any case no less than [***]. All savings achieved through these cost improvements by LONZA will be [***].
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Cost Improvements. During the Term of this Agreement the Parties shall work together to develop reasonable and implementable cost reduction projects related to the Manufacture of any Contracted Product. The Parties shall allocate any resulting cost savings between themselves, in pro rata proportion to the financial investment made by each Party to recognize such cost improvements.
Sample 1
Cost Improvements. 17 6.04 Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 7 Control and Rights of Parties 7.01 Independent Contractor Status . . . . . . . . . . . . . . . . . . . 18 7.02 Employment of Workers by TDC . . . . . . . . . . . . . . . . . . . . 19 Section 8 Insurance 8.01 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Sample 1
Cost Improvements. TEREX, TDC and MANUFACTURER shall use their commercially reasonable efforts in the ordinary course of business to identify and implement productivity and other improvements to reduce TDC's cost of distribution of the Parts, including all Warehousing Services (as defined in Section 3 hereof), Computer Services (as defined in Section 4 hereof), Accounting Services (as defined in Section 5 hereof), and any additional services required by MANUFACTURER as provided under Section 6.01. Commencing January 1, 1997, TDC and MANUFACTURER shall share on a pro rata basis in any "Cost Savings" (as such term is defined below) achieved by TDC in the distribution of the Parts, with TDC to retain forty-six percent (46%) of the amount of the Cost Savings and fifty-four percent (54%) of the Cost Savings to be passed on to MANUFACTURER by means of a credit to the Base Fees payable by MANUFACTURER under Section 6.01. TDC shall calculate the amount of the Cost
Sample 1
Cost Improvements. 17 6.04 Transfer........................................ 18 Section 7 Control and Rights of Parties 7.01 Independent Contractor Status................... 18 7.02 Employment of Workers by TDC.................... 19 Section 8 Insurance 8.01 General......................................... 19
Sample 1
Cost Improvements. TEREX, TDC and MANUFACTURER shall use their commercially reasonable efforts in the ordinary course of business to identify and implement productivity and other improvements to reduce TDC's cost of distribution of the Parts, including all Warehousing Services (as defined in Section 3 hereof), Computer Services (as defined in Section 4 hereof), Accounting Services (as defined in Section 5 hereof), and any additional services required by MANUFACTURER as provided under Section 6.01. Commencing January 1, 1997, TDC and MANUFACTURER shall share on a pro rata basis in any "Cost Savings" (as such term is defined below) achieved by TDC in the distribution of the Parts, with TDC to retain forty-six percent (46%) of the amount of the Cost Savings and fifty-four percent (54%) of the Cost Savings to be passed on to MANUFACTURER by means of a credit to the Base Fees payable by MANUFACTURER under Section 6.01. TDC shall calculate the amount of the Cost Savings on a quarterly basis, with any credit due to MANUFACTURER to be applied against the Base Fee due for the second month of the following quarter. For purposes of this Agreement, the term "Cost Savings" shall mean the net reduction to TDC in the full cost of distribution of the Parts, including the costs of all Warehousing Services, Computer Services, Accounting Services and any additional services provided under Section 6.01, calculated utilizing a consistent accounting procedure agreed upon by the parties. The parties shall mutually agree upon a method for calculating Cost Savings no later than ninety (90) days from the date hereof. MANUFACTURER or its designee shall have the right to audit all of TEREX's and TDC's books and records relating to the distribution of the Parts at TDC, upon ten (10) days advance written notice, for the purpose of confirming the extent of any Cost Savings achieved by TDC, provided MANUFACTURER shall not have the right to conduct such an audit more than twice in any 12-month period. In the event that MANUFACTURER or its designee should find that TDC has not complied with the terms of this Section 6.03, TDC shall promptly reimburse MANUFACTURER for the amount of any Cost Savings due to MANUFACTURER, with interest calculated at 10% per annum, from the date such Cost Savings would have been credited to the Base Fee in accordance with the terms of this Section 6.03. The auditing fees and expenses incurred by MANUFACTURER or its designee shall be borne by MANUFACTURER.
Sample 1

Related to Cost Improvements

  • Joint Improvements Rights and title to the Technology, whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor IP and which are improvements thereto by both LICENSOR AND LICENSEE shall be jointly owned intellectual property by LICENSOR AND LICENSEE.

  • Budget For Tenant Improvements A preliminary detailed breakdown by trade of the costs incurred or that will be incurred in connection with the design and construction of the Tenant Improvements is set forth on Schedule 3 attached hereto (the “Budget”). The Budget is based upon the TI Construction Drawings approved by Tenant and shall include a payment to Landlord of administrative rent (“Administrative Rent”) equal to 1.5% of the TI Costs, which Administrative Rent shall include, without limitation, all out-of-pocket costs, expenses and fees incurred by or on behalf of Landlord arising from, out of, or in connection with monitoring the construction of the Tenant Improvements and Changes, and shall be payable out of the TI Fund. Landlord shall provide Tenant with a final Budget promptly following approval of the TI Construction Drawings by Landlord and Tenant. The Budget shall be subject to Tenant’s review and approval which approval shall not be unreasonably withheld, conditioned or delayed by Tenant. Tenant shall have the right to approve any use of the contingency in the Budget by Landlord; provided, however, that, Tenant’s approval shall not be unreasonably withheld, conditioned or delayed, and the contingency shall not be available for use by Tenant for any Changes until all unforeseen conditions, changes to resulting from governmental agencies and the like have first been paid for out of the contingency.

  • TENANT'S IMPROVEMENTS If the Lessor is the Insuring Party, the Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. If Lessee is the Insuring Party, the policy carried by Lessee under this Paragraph 8.3 shall insure Lessee Owned Alterations and Utility Installations.

  • Tenant Improvement Plans Any work proposed by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.

  • IMPROVEMENTS, ETC 31 Section 6.1 Improvements to the Leased Property..............................................31 Section 6.2 Salvage..........................................................................31 Section 6.3 Equipment Leases.................................................................31 VII. LIENS......................................................................................................32 VIII. PERMITTED CONTESTS........................................................................................32 IX. INSURANCE...................................................................................................33 Section 9.1 General Insurance Requirements...................................................33 Section 9.2 General Insurance Provisions.....................................................35

  • Landlord's Improvements All fixtures, improvements or equipment which are installed, constructed on or attached to the Premises, Building or Common Area by Landlord shall be a part of the realty and belong to Landlord.

  • Improvements The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);

  • Cost of Tenant Improvements Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount equal to the amount charged by any construction manager retained by Landlord (the "Construction Manager") up to a maximum of $6,121,750 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building (and Tenant's architect fees), and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Notwithstanding the foregoing, the Tenant Improvement Allowance shall not be used for (and Tenant shall have no responsibility for) the following costs except to the extent any of the foregoing are caused by Tenant, are due to Tenant Delays or result from the failure of Tenant to comply with the terms of the Lease or this Work Letter: (1) Property Maintenance Costs prior to the Delivery Date; (2) charges for overtime, except to the extent approved by Tenant; (3) costs to correct construction defects; (4) costs incurred to enforce contracts or cure contractor or subcontractor defaults (including legal fees); or (5) principal or interest on construction loan obtained by Landlord for construction of the Tenant Improvements.

  • Tenant Improvements Subject to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

  • Lessee Improvements Lessee shall not make or allow to be made any alterations or physical additions in or to the leased premises without first obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. Any alterations, physical additions or improvements to the leased premises made by Lessee shall at once become the property of Lessor and shall be surrendered to Lessor upon the termination of this Lease provided that Lessee shall be entitled to retain the property listed on Exhibit A attached hereto, and provided further that, Lessor, at its option, may require Lessee to remove any physical additions and/or repair any alterations in order to restore the leased premises to the condition existing at the time Lessee took possession, reasonable wear and tear excepted, all costs of removal and/or alterations to be borne by Lessee. This clause shall not apply to moveable equipment of furniture owned by Lessee, which may be removed by Lessee at the end of the term of this Lease if Lessee is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Lessor.

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