Binding Purchase Orders Clause Samples
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Binding Purchase Orders. (i) If, in any rolling twelve (12) month forecast provided under Scope #1 or any subsequent Scope, no Drug Substance is forecast to be manufactured in any of the fourth (4th), fifth (5th) and sixth (6th) months of such rolling twelve (12) month forecast, then such forecast of Drug Substance for such fourth (4th), fifth (5th) and sixth (6th) months shall be firm and binding on Biotest and Nabi, and constitute a Binding Portion of such Forecast. Each rolling twelve (12) month forecast. Each subsequent rolling twelve (12) month forecast delivered under Scope #1 and any subsequent Scope shall continue to reflect, without alteration, any Binding Portions of any forecast amounts of Drug Substance.
(ii) During the term of this Agreement, if the aggregate number of Production Runs for any three (3) calendar month period in any rolling twelve (12) month forecast increases the forecast number of Production Runs for such three (3) calendar month period from any prior rolling twelve (12) month forecast by more than two (2) Production Runs over such three (3) calendar month period; Biotest shall not be obligated to complete such excess Production Runs beyond such two (2) additional Production Runs, but may complete such excess Production Runs beyond such two (2) additional Production Runs in Biotest’s sole discretion.
(iii) Nabi may notify Biotest at any time in writing of an increase or decrease in any forecast other than any Binding Portion of any forecast and such increase or decrease shall be binding on the parties subject to, in the case of an increase, the limitation in Section 2(c)(ii) above, and in the case of a decrease, that for any three (3) calendar month period in any rolling twelve (12) month forecast, other than a termination pursuant to Section 22, Nabi may only decrease the forecast number of Production Runs for any three (3) calendar month period from any prior rolling twelve (12) month forecast by no more than two (2) Production Runs over such three (3) calendar month period.
(iv) The forecast number of Production Runs for any Binding Portion in any rolling twelve (12) month forecast shall not deviate whatsoever from the forecast number of Production Runs set forth for such Binding Portion in the immediately preceding rolling twelve (12) month forecast. If Nabi fails to order at least the number of Production Runs forecast in any Binding Portion, then Nabi shall be obligated to compensate Biotest for such shortfall in accordance with the Service Fees...
Binding Purchase Orders. At least ninety (90) days prior to the date on which Adams desires to have Drug Product delivered, and together with each ▇▇▇▇▇ast referenced in Section 4.1, an authorized representative of Adams shall furnish to Cardinal a binding purchase order (each, a "PU▇▇▇▇▇E ORDER") for the quantity (specified in terms of a whole number of Batches not less than an amount agreed upon in writing in good faith for each Drug Product) of Drug Products which Adams shall purchase and Cardinal shall deliver. Cardinal shall, with▇▇ ▇▇ve (5) business days after its receipt of such Purchase Order, acknowledge such receipt and confirm that the Purchase Order can be supplied. Should Cardinal fail to do so, then the Purchase Order shall be deemed to have been accepted by Cardinal. Each such Purchase Order shall designate the quantity of Drug Products ordered and the date by which Cardinal must deliver the Drug Products to Adams.
Binding Purchase Orders. Unless expressly agreed to in writing by the Parties, no additional or different terms or conditions contained in any quotation, sales order, acknowledgement form, purchase order or other communication from the Seller or the Buyer shall be binding upon either the Party. To the extent that there is a conflict among the terms and conditions of this Agreement, any Buyer purchase order and any Seller Order Acknowledgement, the terms of this Agreement shall apply.
Binding Purchase Orders. At least ninety (90) days prior to the date on which ▇▇▇▇▇ desires to have Drug Product delivered, and together with each forecast referenced in Section 4.1, an authorized representative of ▇▇▇▇▇ shall furnish to Cardinal a binding purchase order (each, a "PURCHASE ORDER") for the quantity (specified in terms of a whole number of Batches not less than an amount agreed upon in writing in good faith for each Drug Product) of Drug Products which ▇▇▇▇▇ shall purchase and Cardinal shall deliver. Cardinal shall, within five (5) business days after its receipt of such Purchase Order, acknowledge such receipt and confirm that the Purchase Order can be supplied. Should Cardinal fail to do so, then the Purchase Order shall be deemed to have been accepted by Cardinal. Each such Purchase Order shall designate the quantity of Drug Products ordered and the date by which Cardinal must deliver the Drug Products to ▇▇▇▇▇.
Binding Purchase Orders. At the First Closing and with each Binding Forecast referenced in Section 2.2 hereof, Buyer shall furnish to Supplier a binding purchase order (each, a “Purchase Order”) for the quantity of the Products which Buyer shall purchase and Supplier shall deliver in accordance with the most recent Binding Forecast and this Agreement. Supplier shall acknowledge receipt of such Purchase Order. Each such Purchase Order shall designate the quantity of the Products ordered, taking into consideration the fact that all Purchase Orders must be for one or more full batches (each a “Batch”). A Batch of 8% Product, as identified on Exhibit 1.1, is approximately 610,000 individual applicators, provided however, that production yields may vary, and a yield of between 580,000 and 620,000 individual applicators will be considered an 8% Product Batch. A Batch of 4% Product, as identified on Exhibit 1.1, is approximately 150,000 individual applicators, provided however, that production yields may vary, and a yield of between 140,000 and 160,000 individual applicators will be considered a 4% Product Batch. The initial Purchase Order(s) shall first be filled by utilizing Supplier’s inventory on hand (other than Inventory), including finished goods and in-transit and in-process inventory of Supplier, labeled with the name and NDC number of Supplier, until exhausted. Each Purchase Order shall specify a delivery date for the ordered Product no earlier than ninety (90) days following Supplier’s receipt of the Purchase Order.
Binding Purchase Orders. CyDex agrees to supply ordered Product in a quantity up to a maximum of 150% (per calendar quarter) of the quantity specified in the Forecast and shall also utilize commercially reasonable efforts to supply any requested additional Product in excess of those (150%) quantities in the timeline requested by Gilead. Gilead shall from time to time provide CyDex purchase orders for the Product quantity required to meet Gilead’s production schedule, and each such purchase order shall constitute a firm and binding commitment by Gilead to purchase from CyDex such ordered quantities. For each such purchase order, CyDex shall be required to deliver at least the minimum monthly delivery quantities set forth under “Product Delivery” of Exhibit A-2 during the corresponding delivery window. If Gilead requests more than the quantities set forth for each delivery window in Exhibit A-2, CyDex shall have fourteen (14) days from the receipt of a purchase order from Gilead to provide Gilead written confirmation of its receipt and acceptance or rejection (to the extent provided herein) of such purchase order.
Binding Purchase Orders. At the Closing and with each Binding Forecast referenced in Section 2.2 hereof, an authorized representative of LDS shall furnish to Columbia a binding purchase order (each, a "PURCHASE ORDER") for the quantity of the Products by country which LDS shall purchase and Columbia shall deliver. Columbia shall acknowledge receipt of such Purchase Order and confirm that the Purchase Order can be supplied. Each such Purchase Order shall designate the quantity of the Products ordered by country, taking into consideration the fact that only full batch quantities may be ordered, production yields may vary, and full batch quantities may consist of more or less than the specified number of units.
Binding Purchase Orders. Company shall provide a written binding purchase order (each, an “Order”) to BRAHMS for each Licensed Product ordered, specifying the quantities of each such Licensed Product ordered in the Order, [ * ] prior to the requested delivery date. BRAHMS shall confirm acceptance of the Order and delivery date (which shall not be later than the requested date to the extent conforming with the foregoing) within [ * ] of the receipt of each purchase Order. BRAHMS shall supply to Company with the quantities Licensed Product ordered in an Order (up to an amount that does not exceed (when combined with the quantities of such Licensed Product ordered in other Orders submitted in the same [ * ]) the total quantity of such Licensed Product forecasted to be ordered in such [ * ] in the most-recent Forecast amount by [ * ]. Company understands and acknowledges that BRAHMS has no obligation hereunder to affect a rapid response to a demand by Company[ * ]. Notwithstanding the above, BRAHMS will make reasonable efforts to supply excessive amounts of Licensed Product ordered, within a reasonable timeframe.