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Thomas McJD
Thomas McJD, Attorney
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I have a question about the wording in a Memorandum Of Und

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I have a question about the wording in a Memorandum Of Understanding.

TMcJD :

Hi, I will be happy to assist you, and it is my goal to make you a very satisfied customer! This may take a few minutes, so thanks for your patience.

TMcJD :

What is your question?

Customer:

Hello!!! Thanks for your response. My question regards XXXXX XXXXX of and MOU document. Please reference the following text.....

Customer:

3. Definitive Agreement Terms. The Parties will make all reasonable efforts to execute the Definitive Project Documents on or before December 31, 2014. As part of the negotiations of the Project terms, the Parties agree as follows:Pricing


Until December 31st 2012


Price of #51: $1,653.86 /Roll


Awa covers Yen To Dollar (YTD) exchange rate up to 95 YTD.


In case the YTD rate reaches 95 or below Dow covers as surcharge


 


From January 1st 2013


Price of #51: $1,511.26 /Roll


Awa pays up to 75YTD and Dow pays below 75 YTD of the exchange rate surcharge fees

Customer:

Please disregard the previous text.

Customer:

I will resend.

Customer:

------------------------------------------------------------------------------------------

Customer:

3. Definitive Agreement Terms. The Parties will make all reasonable efforts to execute the Definitive Project Documents on or before December 31, 2014. As part of the negotiations of the Project terms, the Parties agree as follows:



  1. Pricing


(Pricing begins with shipments originating from TORAY Co.,)


Until December 31st 2012


Price of #51: $1,653.86 /Roll


TORAY Co., covers Yen To Dollar (YTD) exchange rate up to 95 YTD. In case the YTD rate reaches 95 or below DUPONT covers as surcharge


 


From January 1st 2013


Price of #51: $1,511.26 /Roll


TORAY Co., pays up to 75YTD and DUPONT pays below 75 YTD of the exchange rate surcharge fees


 


 


After process modified #51 is qualified and commercialized


Price to DUPONT for process modified #51 will be $1,413.94 /Roll


TORAY Co. pays up to 75YTD and DUPONT pays below 75 YTD of the exchange rate surcharge fees


-------------------------------------------------------------------------------------------

Customer:

My question per the above text is as follows... The phrase after the wording "Pricing," is this phrase aligned with the first paragraph relating to pricing or is the wording in parentheses a sub-explanation of Item No# XXXXX a which describes all components of clause No# XXXXX?

Customer:

Therefore, I would like to know if the phrase in parentheses applies to all components of Clause No# XXXXX

TMcJD :

You mean the phrase "(Pricing begins with shipments originating ....)"?

Customer:

Yes, that is correct.

TMcJD :

Okay, and you didn't use indents or anything but I'm assuming that paragraph no. 3 is a main paragraph and that "1. Pricing." is a subparagraph of no. 3 that falls among other "definitive agreement terms." Is that correct?

TMcJD :

And you're asking whether the parenthetical phrase under "1. Pricing." also modifies the main, No. 3 paragraph. Is that correct?

Customer:

For some reason when I pasted and copied the MOU document, the nomenclature before "Pricing" was changed to a numeral "1." In the actual document it is an "a" and there are successive sections with continuing "b," "c," etc....

Customer:

Yes, I would like to know if the phrase, (Pricing begins with shipments originating......) pertains specifically to the first statement on pricing beginning with "Until December 31st 2012" or does the phrase (Pricing begins with shipments originating....) pertain to all pricing components details in Item 3a?

Customer:

The last portion of that sentence should have read... pertain to all pricing components detailed in Item 3a?

Customer:

Any information you can share?

I don't know why the system changed us to Q&A but anyway ....

A general rule of interpretation is that any language preceding other language is applicable to the remaining language unless it is clearly limited in scope.

As such, because the parenthetical language precedes all the other language of the Pricing paragraph, then it applies to that whole paragraph including the pre Dec. 31, 2012 language and the post Jan 1, 2013 language.

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