Forecasts; Deliveries; Orders Clause Samples

Forecasts; Deliveries; Orders. (a) No later than the first day of every Sales Quarter during the Term, Distributor shall provide to LifeCell an updated rolling forecast for the following twelve (12) month period in the format typically provided by Distributor prior to the date of this amendment and restatement (each an “Updated Product Forecast”). Each Updated Product Forecast is subject to LifeCell’s express written approval unless either (i) the Number of Units of Products in any of the Sizes for any of the first three Sales Quarters of that respective forecast have increased by less than ten percent (10%), respectively, from their most recent previously-forecasted amounts, or (ii) the Number of Units of Products in any of the Sizes for the newly-added fourth Sales Quarter of that respective forecast exceed those of the forecast’s third Sales Quarter by less than ten percent (10%). In the event that either (y) an Updated Product Forecast complies with the percentage requirement set forth in the immediately preceding sentence, or (z) an Updated Product Forecast that does not comply with such percentage requirement is otherwise approved in writing by LifeCell pursuant to this Section 4.8(a), it shall be deemed as accepted by LifeCell and Distributor. Promptly following the Effective Date, the parties will mutually agree on a separate Product forecast for [***] Sheet Product and Micronized Product through the Wind Down Period [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. reasonably calculated to allow for appropriate depletion of Distributor’s supply of [***] Sheet Product and Micronized Product by the expiration of the Wind Down Period. Such forecast will be adjusted by the parties on a monthly basis following the parties mutual review and consideration of current inventory volumes and customer demand promptly at the end of each month of the Wind Down Period. (b) The Number of Units of Products specified for the first Sales Quarter of each accepted Updated Product Forecast, (each a “First Quarter Commitment”), shall constitute binding commitments on behalf of Distributor to purchase from LifeCell and LifeCell to deliver to Distributor. The Number of Units of each respective Product and Sizes forecasted for the second, third and fourth Sales Quarters of such product forecasts shall constitute non-binding projections of anticipated future unit demand until s...