Common use of Failure to Obtain Quota Clause in Contracts

Failure to Obtain Quota. Each Party shall use [***] efforts to prepare and plan for the supply and purchase of API(s) against Purchase Orders to be given in accordance with the Forecasts in anticipation of each Party receiving applicable quota from the DEA. In the event that a Party does not obtain the necessary Manufacturing Quota or Procurement Quota, as the case may be, to allow it to perform its obligations under this Agreement, such Party shall promptly inform the other Party in writing. In the event that there is not sufficient Manufacturing Quota or Procurement Quota with respect to an outstanding Purchase Order, such Purchase Order shall nonetheless remain valid and binding upon the Parties, provided that the Purchase Order delivery date will be adjusted by the Parties for a period not to exceed [***] so as to permit receipt of the necessary Manufacturing Quota or Procurement Quota, as the case may be. In the event that Manufacturing Quota is not received by Noramco within [***] of the original delivery date set forth in a Purchase Order, then such Purchase Order may be, but is not required to be, cancelled by Purchaser by written notice to Noramco, which cancellation shall be Purchaser’s sole and exclusive remedy for the applicable Manufacturing Quota Restriction. In the event that Purchaser does not obtain Procurement Quota within [***] of the original delivery date set forth in a Purchase Order, [***].

Failure to Obtain Quota. Each Party shall use [***] commercially reasonable efforts to prepare and plan for the supply and purchase of API(s) against Purchase Orders to be given in accordance with the Forecasts in anticipation of each Party receiving applicable quota from the DEA. In the event that a Party does not obtain the necessary Manufacturing Quota or Procurement Quota, as the case may be, to allow it to perform its obligations under this Agreement, such Party shall promptly inform the other Party in writing. In the event that there is not sufficient Manufacturing Quota or Procurement Quota with respect to an outstanding Purchase Order, such Purchase Order shall nonetheless remain valid and binding upon the Parties, provided that the Purchase Order delivery date will be adjusted by the Parties for a period not to exceed [***] so as to permit receipt of the necessary Manufacturing Quota or Procurement Quota, as the case may be. In the event that Manufacturing Quota is not received by Noramco within [***] of the original delivery date set forth in a Purchase Order, then such Purchase Order may be, but is not required to be, cancelled by Purchaser by written notice to Noramco, which cancellation shall be Purchaser’s sole and exclusive remedy for the applicable Manufacturing Quota Restriction. In the event that Purchaser does not obtain Procurement Quota within [***] of the original delivery date set forth in a Purchase Order, [***].