Forecast responsibility Sample Clauses

Forecast responsibility. On a quarterly basis Perfect Galaxy shall provide Satcon a list of any material that is excess inventory because Satcon failed to fulfill a Forecast, and the most recent Forecast does not show such excess material inventory will be used in the next six (6) months. Perfect Galaxy shall also provide Satcon evidence and history of materials purchased for purposes of fulfilling a Forecast at the request of Satcon. So long as Perfect Galaxy is not in breach of its obligations, Satcon shall, at its own option, either (a) reimburse Perfect Galaxy for Perfect Galaxy’s carrying costs in the amount of one percent (1%) per month of the verified cost of the excess materials inventory not projected to be used in the next six (6) months under the current Forecast, or (b) purchase from Perfect Galaxy the excess materials inventory not projected to be used in the next six (6) months under the current Forecast, at Perfect Galaxy’s cost, to the extent that Perfect Galaxy complies with the material inventory management as described in Paragraph 5.3.1 herein, provided: i) Perfect Galaxy’s order was reasonably necessary to support the unfulfilled Forecast; and ii) Perfect Galaxy uses best efforts to mitigate Satcon’s liability including but not limited to attempting to cancel or return its orders for a refund, and using the material or work-in-progress in question for other products. If any material remains excess inventory because Satcon failed to fulfill Forecasts for more than twelve (12) months, and Perfect Galaxy complied with the material inventory management as described in Paragraph 5.3.1 herein and clauses i) and ii) of the preceding sentence, then Satcon shall, at Perfect Galaxy’s request, immediately purchase from Perfect Galaxy such excess materials inventory at Perfect Galaxy’s cost, provided: i) Perfect Galaxy’s order was reasonably necessary to support the unfulfilled Forecast; and ii) Perfect Galaxy uses best efforts to mitigate Satcon’s liability including but not limited to attempting to cancel or return its orders for a refund, and using the material or work-in-progress in question for other products. For any such excess inventory so purchased by Satcon under this Paragraph 5.3.2, Satcon shall issue and Perfect Galaxy shall accept a purchase order for such inventory at Perfect Galaxy’s actual purchase cost and subject to the terms and conditions otherwise governing Satcon’s Purchase Orders under this Agreement. Satcon may, at its sole option, elect to forego...
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Related to Forecast responsibility

  • Joint Responsibility If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

  • Client Responsibilities During the Term and subject to the provisions of this Schedule, Client shall at its expense (unless otherwise provided for herein) fulfill, or cause to be fulfilled by the Funds or otherwise, the Client obligations, if any, set forth in each Service Exhibit to this Schedule. Client hereby represents, warrants and covenants that the execution and delivery of this Schedule by Client and the performance of Client’s obligations under this Schedule have been duly authorized by all necessary action on the part of Client. Client must comply with the provisions of this Schedule. Client agrees that DST may seek relief from Client for any infringement of this Schedule such as, but not limited to, a material violation, breach, act of negligence or gross negligence, willful misconduct, misfeasance or malfeasance committed by Client or its officers, agents and assigns, in connection with Client’s obligations and responsibilities under this Schedule.

  • Own responsibility Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Secured Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

  • REPORTING RESPONSIBILITY Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired Fund.

  • Joint Responsibilities In performing the Development Efforts, each party shall

  • Tax Responsibility The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.

  • Filing Responsibility PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

  • Customer Responsibilities (a) The Customer agrees to (i) promptly notify the Bank of any change that the Customer wishes to make to Exhibit B, (ii) promptly notify the Bank if any information contained in the Customer Information Sheet becomes inaccurate or untrue and (iii) indemnify the Bank for any losses resulting from the Customer's failure to adhere to the provisions of Subsection (a) of this Section 11.

  • Trust Responsibilities In connection with its use of AVA, the Trust, through its service providers, shall:

  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

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