Forecast and Ordering Sample Clauses

Forecast and Ordering. 5.1. MFR will use its commercially reasonable efforts to provide CM with a 12 month rolling non-binding forecast of its intended purchases and requested deliveries. This non-binding forecast will be updated quarterly with subsequent updates as needed. Such forecast will be for used for planning purposes only and will in no way create an obligation on MFR’s part to purchase Product. 5.2. CM will use provided forecast to plan their capacity and advise MFR of long lead materials, capital requirements such as tooling and resources needed to support the plan. MFR may choose to purchase specific long lead materials to support the extended forecast, but will do so only with an expressly written Purchase Order (“P.O.”) for said material. MFR will ensure that the amount of finished goods inventory, work in process, and raw materials (“Inventory”) is limited to that amount required to support the agreed upon lead times and Purchase Orders, unless otherwise agreed to by MFR purchase order. The costs associated with any excess inventory not authorized in writing by MFR will be borne by CM. 5.3. If and when MFR desires to commit to purchase a product or material, MFR shall issue a P.O. in written or electronic form describing the Product, identifying the product by MFR product number, specifying the quantity, price, delivery date, shipping and any other information required. CM shall make its best efforts to accept each MFR P.O. unless such P.O. is inconsistent with applicable terms of this Agreement and will respond to MFR within 3 business days after receipt of the Purchase Order. When written or electronic acknowledgment of receipt and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. acceptance of a P.O. is made by CM, the P.O. shall be deemed a commitment to purchase and sell the specified Products pursuant to the applicable terms of this Agreement. In the event of any conflict between the terms of this agreement and the terms of any P.O., the terms of this Agreement shall control.
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Forecast and Ordering. (1) Not less than 3 months prior to the Supply Start Date for a Product and on or before the 1st date of each calendar month thereafter, TearLab must submit to MiniFAB a non-binding forecast of the quantity of each of the Products that TearLab expects to purchase in each of the 4th through the 6th month following the month for which the forecast is due (e.g., the forecast due on January 1, 2010 would contain a forecast for April through June of 2010). (2) TearLab must place orders for the Products on a monthly basis 60 days prior to their requested delivery dates (as determined in accordance with clause 3.6) by sending binding written purchase orders to MiniFAB stating the Product, unit quantities and any other information reasonably required by MiniFAB from time to time (Purchase Orders). TearLab may begin placing Purchase Orders for any particular Product commencing with the Supply Start Date for that Product. TearLab shall use reasonable endeavours to ensure that the quantities of Products set forth in its Purchase Orders are consistent with the then-current forecast. (3) A Purchase Order constitutes an irrevocable offer made by TearLab to MiniFAB for the supply of the Products specified in the Purchase Order on the terms and conditions of this Agreement. Once received by MiniFAB, the Purchase Order is firm and may not be cancelled or modified without MiniFAB’s prior written consent. (4) Subject to clauses 3.4(5) or 3.5, MiniFAB must accept a Purchase Order if the quantity of the Product the subject of the Purchase Order is between 80% and 120% of the most recent forecast. In addition, MiniFAB agrees to use Commercially Reasonable Efforts to accept and satisfy Purchase Orders exceeding 120% of the most recent forecast. In the event that TearLab places a Purchase Order that exceeds 120% of the most recent forecast, MiniFAB shall (i) accept the Purchase Order with respect to quantities at least equal to 120% of the most recent Purchase Order, and (ii) notify TearLab in writing of those quantities (if any) exceeding 120% of the most recent forecast with respect to which MiniFAB is rejecting the Purchase Order. (5) If MiniFAB believes, on reasonable grounds, that a Purchaser Order is materially incorrect or, to the extent a Purchase Order exceeds 120% of forecast amounts, it is not capable of satisfying the Purchase Order with respect to excess amounts so ordered, then MiniFAB may reject the Purchase Order and must notify TearLab as soon as possible. If Min...
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Forecast and Ordering. 4.1 Promptly after the Effective Date and thereafter at least [***] prior to the start of each month, ITI shall submit to Xxxxxxxxx a rolling forecast covering ITI’s anticipated requirements of Product during such period (each, a Forecast). ITI acknowledges that Xxxxxxxxx will rely on the accuracy of ITI’s Forecasts in planning its acquisitions of Raw Materials. If at any time ITI finds that a Forecast is inaccurate, ITI shall inform Xxxxxxxxx without delay and submit a modified forecast for the period in question. 4.2 ITI shall make all purchases hereunder by submitting Orders to Xxxxxxxxx regarding ITI’s requirements of Product(s) in accordance with each Product Schedule. Each Order shall be in writing and shall specify the (i) Product ordered, (ii) quantity ordered, (iii) price, (iv) delivery location(s) and (v) the required delivery date. 4.3 Within [***] from the date of the receipt of an Order from ITI, Xxxxxxxxx shall confirm to ITI by way of an Order Confirmation that it will meet ITI’s quantity requirements in accordance with the delivery date(s), whereupon the Order shall be confirmed, final, and binding on the Parties.
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Forecast and Ordering 
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Related to Forecast and Ordering

  • Forecasts and Orders 7.3.1 Not less than [*****] days prior to the first day of each calendar quarter (commencing with the first calendar quarter in which Intrexon, its sublicensees or their respective Affiliates order API from Halozyme hereunder), Intrexon shall prepare and provide Halozyme with a written forecast of its good faith estimated requirements for API under this Section 7.3 for each of the subsequent [*****] calendar quarters. Intrexon shall not (a) increase or decrease the quantity estimated for the [*****] quarterly period of each forecast from the quantity estimated for the [*****] quarterly period of the previous forecast, (b) increase or decrease the quantity estimated for the [*****] quarterly periods of each forecast by more than [*****] percent ([*****]%) of the quantity estimated for the [*****] quarterly periods of the previous forecast, respectively, without the prior express written consent of Halozyme. The quantities estimated for the [*****] quarterly periods of each forecast shall be non-binding, and for planning purposes only. 7.3.2 Intrexon shall be required to purchase [*****] of the quantity forecasted for each API under this Section 7.3 for the first and second quarterly periods of each forecast under Section 7.3.1. 7.3.3 Halozyme shall be required to supply the quantity of API ordered by Intrexon under this Section 7.3 in any calendar quarter up to [*****] percent ([*****]%) of the quantity forecasted for the [*****] quarterly period of the most recent forecast. If Intrexon’s Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. orders in any calendar quarter exceed [*****] percent ([*****]%) of the quantity forecasted for the [*****] quarterly period of the most recent forecast, Halozyme shall use commercially reasonable efforts to supply such excess. Halozyme shall use commercially reasonable efforts to meet Intrexon’s delivery requirements specified in accordance with Section 7.3.4. In the event of a shortfall to forecast, Halozyme shall use commercially reasonable efforts to apportion API among Intrexon and its other customers on a pro rata basis according to their respective forecasts. 7.3.4 Intrexon shall make all purchases under this Section 7.3 by submitting firm purchase orders to Halozyme. Each such purchase order shall be in writing in a form reasonably acceptable to Halozyme, and shall specify the quantity of API ordered, the place of delivery and the required delivery date therefor, which shall not be less than [*****] days after the date of such purchase order. No additional terms of any such purchase order shall be binding on Halozyme and are expressly rejected hereby. In the event of a conflict between the terms and conditions of any purchase order and this Agreement, the terms and conditions of this Agreement shall prevail.

  • Trunk Group Connections and Ordering 5.2.1 For both One-Way and Two-Way Interconnection Trunks, if Onvoy wishes to use a technically feasible interface other than a DS1 or a DS3 facility at the POI, the Parties shall negotiate reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures. 5.2.2 When One-Way or Two-Way Interconnection Trunks are provisioned using a DS3 interface facility, if Onvoy orders the multiplexed DS3 facilities to a Frontier Central Office that is not designated in the NECA 4 Tariff as the appropriate Intermediate Hub location (i.e., the Intermediate Hub location in the appropriate Tandem subtending area based on the LERG), and the provision of such facilities to the subject Central Office is technically feasible, the Parties shall negotiate in good faith reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures. 5.2.3 Each Party will identify its Carrier Identification Code, a three or four digit numeric code obtained from Telcordia, to the other Party when ordering a trunk group. 5.2.4 For multi-frequency (MF) signaling each Party will out pulse ten (10) digits to the other Party, unless the Parties mutually agree otherwise. 5.2.5 Each Party will use commercially reasonable efforts to monitor trunk groups under its control and to augment those groups using generally accepted trunk- engineering standards so as to not exceed blocking objectives. Each Party agrees to use modular trunk-engineering techniques for trunks subject to this Attachment.

  • Forecasting Manager and Sprint PCS will work cooperatively to generate mutually acceptable forecasts of important business metrics including traffic volumes, handset sales, subscribers and Collected Revenues for the Sprint PCS Products and Services. The forecasts are for planning purposes only and do not constitute Manager's obligation to meet the quantities forecast.

  • Scope of the Procurement II.1.1) Title

  • Scope and Order Placement These terms may be used by Customer either for a single Order or as a framework for multiple Orders. In addition, these terms may be used on a global basis by the parties’ “Affiliates”, meaning any entity controlled by, controlling, or under common control with a party. The parties can confirm their agreement to these terms either by signature where indicated at the end or by referencing these terms on Orders. Affiliates participate under these terms by placing orders which specify product or service delivery in the same country as the HP Affiliate accepting the Order, referencing these terms, and specifying any additional terms or amendments to reflect local law or business practices.

  • Forecast Customer shall provide Flextronics, on a monthly basis, a rolling [***] forecast indicating Customer’s monthly Product requirements. The first [***] of the forecast will constitute Customer’s written purchase order for all Work to be completed within the first [***] period. Such purchase orders will be issued in accordance with Section 3.2 below.

  • SCOPE OF SERVICES/CASE HANDLING A. Upon execution by GPM, attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action. B. If you obtain access to non-public information during the pendency of the Litigation, you must not engage in transactions in securities. C. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients. D. GPM is given the authority to opt the Client out of any class action proceeding relating to the claims authorized herein and/or pursue the Client claim individually in a group action, if the Client is not appointed Lead Plaintiff and GPM is not appointed Class Counsel. E. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation. F. Any recovery from defendants that the Attorneys are responsible for will be divided among class members based on the recognized loss by each class member as calculated by a damage allocation plan which will be prepared by a financial expert or consultant, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of securities ownership, date of purchase, date of sale and continued holdings, if any. Under the rules governing class action litigation, while the Lead Plaintiffs recover according to the same formula as other class members, the Court may approve, upon application therefore, reimbursement of the Lead Plaintiffs’ reasonable costs and expenses directly related to the representation of the class. Examples are lost wages and travel expenses associated with testifying in the action.

  • TRUNK FORECASTING 57.1. CLEC shall provide forecasts for traffic utilization over trunk groups. Orders for trunks that exceed forecasted quantities for forecasted locations will be accommodated as facilities and/or equipment are available. Sprint shall make all reasonable efforts and cooperate in good faith to develop alternative solutions to accommodate orders when facilities are not available. Company forecast information must be provided by CLEC to Sprint twice a year. The initial trunk forecast meeting should take place soon after the first implementation meeting. A forecast should be provided at or prior to the first implementation meeting. The semi-annual forecasts shall project trunk gain/loss on a monthly basis for the forecast period, and shall include: 57.1.1. Semi-annual forecasted trunk quantities (which include baseline data that reflect actual Tandem and end office Local Interconnection and meet point trunks and Tandem-subtending Local Interconnection end office equivalent trunk requirements) for no more than two years (current plus one year); 57.1.2. The use of Common Language Location Identifier (CLLI-MSG), which are described in Telcordia documents BR 000-000-000 and BR 000-000-000; 57.1.3. Description of major network projects that affect the other Party will be provided in the semi-annual forecasts. Major network projects include but are not limited to trunking or network rearrangements, shifts in anticipated traffic patterns, or other activities by CLEC that are reflected by a significant increase or decrease in trunking demand for the following forecasting period. 57.1.4. Parties shall meet to review and reconcile the forecasts if forecasts vary significantly.

  • Material Customers and Suppliers Schedule 4.20 sets forth a list of the names of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

  • Disaster Recovery and Business Continuity The Parties shall comply with the provisions of Schedule 5 (Disaster Recovery and Business Continuity).

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