Binding Forecast Sample Clauses

Binding Forecast. The first ***(***) months of each Rolling Forecast shall be a binding commitment on the Company and Supplier, subject in each case to availability of Procurement Quota and Manufacturing Quota as set forth in Article 15 (each a “Binding Forecast”), and Company shall deliver a Purchase Order with respect thereto pursuant to Article 5. With respect to any Rolling Forecast submitted hereunder, the quantity of Product(s) that becomes a binding commitment with respect to the *** (***) month in such Rolling Forecast may not deviate by more than *** (***) from the quantity of Product(s) forecast for the same in the *** (***) month in the immediately prior Rolling Forecast as submitted, or resubmitted and agreed to, as set forth in the immediately preceding paragraph. The amount of Products forecasted for the remaining months of each Rolling Forecast are for planning purposes and shall not constitute a commitment to supply or purchase Product (it being understood that amounts forecasted in a Rolling Forecast shall eventually become binding under this Section 4.2 in accordance with the forecasting requirements of Section 4.1).

Binding Forecast. EQ shall review the Rolling Forecast and assess if it is able to Manufacture or otherwise supply all CUSTOMER needs for Product in accordance with the Non-Binding and Binding Forecast periods. For the avoidance of doubt, the Binding Forecast is only binding on the CUSTOMER and it is not binding on EQ. CUSTOMER will issue a Purchase Order according to the Binding Forecast within [***] of EQ’s written confirmation of the Binding Forecast to CUSTOMER. Upon receipt of such Purchase Order, the Binding Forecast and Purchase Order become binding on EQ. EQ shall use commercially reasonable efforts to satisfy any changes in quantity, delivery phasing or dates requested by CUSTOMER in respect of any Binding Forecast or any order for additional Product at no additional cost to CUSTOMER (save the cost of the additional Product and any reasonable costs incurred by EQ, reasonably evidenced to the CUSTOMER, directly related with the change requested by CUSTOMER). Any Purchase Order for additional Product confirmed by EQ pursuant to this Section 4.2 shall be deemed to be a Binding Forecast. In the event that, upon receipt of a Rolling Forecast, EQ anticipates that it shall not be able to Manufacture all needs for Product if Customer were to place Purchase Orders for all of the Rolling Forecast amounts, EQ shall inform Customer in writing. Customer shall then be entitled to obtain from alternative suppliers the amount of Product which EQ has indicated that it would not be able to supply, and EQ shall provide reasonable technology transfer and other assistance to enable such alternative suppliers to Manufacture such Product (provided, however, that EQ shall not transfer any patented or otherwise registered technology licensed by Third Parties or belonging to EQ, nor any confidential know-how or information of EQ or of Third Parties, except for its use only to the extent necessary for the Manufacture of Product for CUSTOMER and in the amounts of Product that EQ is not able to Manufacture as indicted in this paragraph). In such case, following CUSTOMER written request, EQ will commence and use commercially reasonable efforts to timely (i) provide to a Third Party designated by CUSTOMER ("Third Party Manufacturer"), a copy of documentation, data, know-how and information used by EQ to Manufacture Product in accordance with the Specifications and Applicable Law, including Product IP, EQ Project IP, and Joint Project IP to the extent included in the Manufacturing process, and (i...

Binding Forecast. Buyer shall provide Seller a rolling [*****] forecast for both Terneuzen and Boehlen provided at least [*****] before the end of each [*****]. The first month of any rolling [*****] forecast is binding (“Binding Forecast”). If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 13 or 14 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast for Terneuzen or Boehlen, as applicable, and the quantity of Product actually purchased by Buyer in the applicable calendar month.

Binding Forecast. At least six (6) months prior to the date of delivery, AMVAC shall submit a binding order for Product. AMVAC is responsible for variable costs to the extent reasonably incurred in reliance on such forecast, changes that are made thereto, and other direction given to BASF from time to time. BASF agrees that to the extent reasonably practicable, it will provide AMVAC with a best estimate of forecast changes and the potential impact on scheduled production as a result of other directions made by AMVAC.

Binding Forecast. Buyer shall provide Seller a [*****] (“Binding Forecast”). If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 18, 19, or 20 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast and the quantity of Product actually purchased by Buyer in the applicable calendar month.

Binding Forecast. The first two quarters of each Annual Forecast shall be binding upon both Olink and Fluidigm (the “Manufacturing Forecast”), wherein the first quarter of each Annual Forecast is the equivalent of the second quarter of the prior Annual Forecast. For illustrative purposes hereof only, on or before March 31, 2023, Olink will provide an Annual Forecast consisting of (1) a binding Manufacturing Forecast for orders to be placed in the two quarters ending

Binding Forecast. Orders in Excess of Forecast. * * *.

Binding Forecast. The quantities of Product identified in Table 1 in Exhibit B represent the Parties’ current binding commitment (the “Binding Forecast”) for the manufacture and purchase of [***] Batches of bulk drug substance (“DS”) and [***] Batches of drug product (“DP”) distributed during each calendar quarter of 2018 at the prices agreed in the Proposal. The volumes of [***] Batches of DS and [***] Batch of DP specifically set forth in Table 2 of Exhibit 2 correspond to the minimum quantities for 2018 (the “Minimum Quantities”). Upon execution of this LOI, Immunomedics shall issue separate purchase orders (each a “Purchase Order”) for the Minimum Quantities of Product and for the Material Costs (as defined below in Section 5). The Purchase Order shall specify each manufacturing dates within such calendar quarter respectively for DS or DP, as set forth in Table 1. As used herein, “Batch” with respect to DS shall mean theoretical [***] Liters (10mg/mL per vial) and “Batch” with respect to DP shall mean theoretical [***] vials.

Binding Forecast. On or before [**], and on the [**] thereafter, Customer shall submit to Brammer a rolling [**] Batch forecast of Customer’s anticipated demand for Product (each, a “Forecast”). The [**] of any Forecast shall be binding and non-cancellable by Customer once accepted by Brammer (the “Binding Forecast”), provided always that Brammer may only object to any Binding Forecast if it would result in Customer exceeding the Maximum Purchase Commitment in such Calendar Year. In the event that Brammer is unable to accept any changes by Customer to the prior [**] Forecast, Brammer will notify Customer within [**] of receiving the amended Binding Forecast and propose a reasonable alternative to meet Customer’s needs.