Common use of Reallocation of Capacity Clause in Contracts

Reallocation of Capacity. In the event that Viking notifies Corden in writing that Viking requires amounts of Product above the Binding Forecast plus Upside and above what Corden can supply using available capacity not contractually committed to other customers within the time frame required by Viking (and for avoidance of any doubt without limiting Corden’s obligations to use best efforts to timely Manufacture and supply amounts of Product above Binding Forecast plus Upside as set forth under Section 2.1), then in addition to and not in lieu or limitation of its other obligations under this Agreement Corden shall use commercially reasonable efforts to obtain additional Manufacturing capacity for the Manufacture and supply of Product for Viking (or Authorized Purchasers as may be required by Viking) by soliciting capacity contractually committed to other customers and using commercially reasonable efforts to agree with such customers to reallocate such capacity to meet Viking’s additional requirements for Product. In the event that Viking notifies Corden in writing that Viking shall, for a particular period within the Binding Forecast, require less Product than is set forth in the Binding Forecast (and without limitation of any of Corden’s other obligations to mitigate any losses under this Agreement or under Applicable Laws), Corden shall use commercially reasonable efforts to mitigate by offering any such excess Manufacturing capacity to other customers solely for such period. In each of the foregoing cases, in advance of Corden either soliciting capacity from other customers or offering capacity to other customers, the Parties will discuss the terms of such solicitations and offers that may be made by Corden. If not prohibited by Corden’s agreements with any customer (and to the extent that Corden cannot reasonably waive or obtain a waiver of such prohibition), Viking shall have the option to discuss and agree to terms for reallocating capacity directly with each such other customer, and if requested by Viking and otherwise subject to the Parties’ obligations of confidentiality as set forth herein, Viking may participate in Corden’s discussions with other customers pursuant to this Section 2.3.12.

Reallocation of Capacity. In the event that Viking notifies Corden in writing that Viking requires amounts of Product API above the Binding Forecast plus Upside and above what Corden can supply using available capacity not contractually committed to other customers within the time frame required by Viking (and for avoidance of any doubt without limiting Corden’s obligations to use best efforts to timely Manufacture and supply amounts of Product API above Binding Forecast plus Upside as set forth under Section 2.1), then in addition to and not in lieu or limitation of its other obligations under this Agreement Corden shall use commercially reasonable efforts to obtain additional Manufacturing capacity for the Manufacture and supply of Product API for Viking (or Authorized Purchasers as may be required by Viking) by soliciting capacity contractually committed to other customers and using commercially reasonable efforts to agree with such customers to reallocate such capacity to meet Viking’s additional requirements for ProductAPI. In the event that Viking notifies Corden ▇▇▇▇▇▇ in writing that Viking shall, for a particular period within the Binding Forecast, require less Product API than is set forth in the Binding Forecast (and without limitation of any of Corden’s other obligations to mitigate any losses under this Agreement or under Applicable Laws), Corden (i) shall use commercially reasonable efforts to mitigate by offering any such excess Manufacturing capacity to other customers solely for such periodperiod and (ii) solely in the event that Viking determines pursuant to Section 14.2 that a Regulatory Failure has occurred, shall use best efforts to mitigate by offering any such excess Manufacturing capacity to other customers including customers that Viking may identify. In each of the foregoing cases, in advance of Corden either soliciting capacity from other customers or offering capacity to other customers, the Parties will discuss the terms of such solicitations and offers that may be made by Corden. If not prohibited by Corden’s agreements with any customer (and to the extent that Corden cannot reasonably waive or obtain a waiver of such prohibition), Viking shall have the option to discuss and agree to terms for reallocating capacity directly with each such other customer, and if requested by Viking and otherwise subject to the Parties’ obligations of confidentiality as set forth herein, Viking may participate in Corden’s discussions with other customers pursuant to this Section 2.3.122.3.11.