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. 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. [*****]. 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. Orders in Excess of Forecast. * * *.
Binding Forecast. 4.4.4.1 In addition to, and not in lieu of, non-binding forecasts, ITC/\DeltaCom may at its electionprovide to BellSouth a binding forecast of the trunks that BellSouth will need to interconnect with ITC/\DeltaCom in order to terminate traffic to ITC/\DeltaCom. Unless otherwise agreed, a binding forecast may not be requested for an existing trunk group that is underutilized as defined in this section or for exhausted BellSouth switch locations. ITC/\DeltaCom shall provide to BellSouth sufficient justification for the quantity of trunks contained within the binding forecast. The due date contained in the binding forecast shall be no less than three months from the date of the binding forecast. Once the binding forecast is submitted to BellSouth, ITC/\DeltaCom agrees to make no changes to said forecast.
4.4.4.2 BellSouth shall provide the total amount of requested trunks from either tandem or end offices depending on trunk and facilities availability. Florida
4.4.4.3 A binding forecast shall not replace the ASR process of ordering trunks and BellSouth shall order the quantity of trunks from ITC/\DeltaCom set forth in the binding forecast. BellSouth shall request due dates on the trunk orders to coincide with the due dates specified in the binding forecast, and the Parties shall provision the ordered trunks by the due date.
4.4.4.4 To recover the cost associated with assuring that the quantity of trunk port terminations needed to meet the binding forecast are available on the agreed upon due date, ITC/\DeltaCom shall pay to BellSouth a non- recurring charge of $305.00 for the first DS1 trunk port and a non- recurring charge $152.50 for each additional DS1 trunk port forecasted in a trunk group (i.e. between an A to Z location or BellSouth switch location to an ITC/\DeltaCom switch location)
4.4.4.5 If, within 180 days of the installation of the trunks, 60 percent of the capacity of the trunks is not being utilized, ITC/\DeltaCom will pay BellSouth a percentage of the total monthly recurring trunk and facility charges as set forth in BellSouth's tariffs for the percentage of the trunks' capacity that is not being utilized.
4.4.4.6 If, within 360 days of the installation of the trunks, 85 percent of the capacity of the trunks is not being utilized, ITC/\DeltaCom will pay BellSouth a percentage of the total monthly recurring trunk and facility charges as set forth in BellSouth's tariffs for the percentage of the trunks' capacity that is not being utilized.
4.4.4...
Binding Forecast. The quantity of Product forecasted for the first three months of each Forecast shall be firm and binding (“Binding Portion”) and Distributor shall be obligated to purchase the quantities of Product in the Binding Portion of each Forecast; provided, however, that the quantity set forth in each Binding Portion may be altered once by Distributor, to the extent Licensor is obligated to accept such alteration under the Cambridge Agreement, within a range of {***}† of the relevant quantity no later than {***}† before the desired delivery date and may not otherwise be altered in subsequent updated forecasts. † Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Binding Forecast. The PDS shall be a “Binding Forecast” for manufacture of the Products for the current quarter. The Binding Forecast will follow normal terms and conditions with payment made according to the pricing dictated below in Section 9. The estimated rolling monthly forecast also set out in the PDS will be a non-binding forecast to provide KAIFA with anticipated future manufacturing requirements.
Binding Forecast. The first [**] Quarters of each Rolling Forecast shall constitute a binding order for the quantity of Product specified in those [**] Quarters (together with any Quarters made binding pursuant to Section 4.1.2.1, the “Binding Forecast”). Customer shall submit the Binding Forecast for each Rolling Forecast subject to the following limitations: (a) the quantity of Product, described in Kilos and in number of Batches, forecast to be manufactured using the [**] Process and the [**] Process for Quarters [**] through [**] must match the quantity of Product forecast for Quarters [**] through [**] of the prior Quarter’s Rolling Forecast; (b) for each process scale, if not prohibited by Section 4.1.2.1, the quantity of Product forecast for the [**] Quarter of the Rolling Forecast may only increase by up to [**] percent ([**]%) or decrease by up to [**] percent ([**]%) relative to the quantity of Product forecast for the [**] Quarter of the prior Quarter’s Rolling Forecast, unless such [**] Quarter of the prior Quarter’s Rolling Forecast has been made binding pursuant to Section 4.1.2.1, in which case the quantity of Product forecast for such [**] Quarter will be equal to the [**] Quarter of the prior Quarter’s Rolling Forecast; (c) for the [**] Process, the total number of Batches forecast in any given calendar year cannot exceed [**] Batches; (d) for each process scale, the number of Batches forecast in any given Quarter cannot exceed the Quarterly Product Batch Maximum for that process scale; (e) the forecast quantity of Product in Kilos for each process scale for the Quarter must be a multiple of the estimated quantity of Product to be manufactured in one Batch for that process scale (i.e., forecasted quantities cannot be based on manufacture of partial Batches of Products); and (f) any increases in quantity of Product for any given Quarter relative to the forecast for such Quarter in the prior Quarter’s Rolling Forecast are subject to the availability of raw materials required for the manufacture of Product.
