Good Faith Forecasts Sample Clauses

Good Faith Forecasts. 21 3.4 Issuance of Purchase Orders.............................. 21 3.5
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Good Faith Forecasts. (a) No later than *** after Anthra files the NDA for the Product for the CIS Indication or the Papillary Indication, whichever shall occur first, Medeva shall provide Anthra with a good faith forecast estimating Medeva's quarterly requirements of the Product (and the desired delivery dates therefor) for the *** period commencing on the first day of the immediately succeeding ***.
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Good Faith Forecasts. No later than *** after Anthra files its initial Registration for the Product in the EU, *** CONFIDENTIAL TREATMENT REQUESTED. 12 8 Prodesfarma shall provide Anthra with a forecast estimating Prodesfarma's *** requirements of the Product (and the desired delivery dates therefor) for the succeeding *** period. Thereafter, on or before the first day of *** of each year during the term hereof, Prodesfarma shall provide Anthra with an updated forecast estimating Prodesfarma's *** requirements of the Product (and the desired delivery dates therefor) for the succeeding *** period. Prodesfarma shall prepare such estimates in good faith; provided, however, that, subject to Section 3.3, such estimates shall not be binding on either party.
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Good Faith Forecasts. Impax represents that it can adequately supply Schering with Product in accordance with the preliminary non-binding forecast as set forth in Exhibit 3.3. Although the forecast on Exhibit 3.3 does not obligate Schering to make any purchases of Product, the parties acknowledge that it represents a good faith estimate of possible orders by Schering for Product during the Initial Term and any renewal term. Within thirty (30) days after the Effective Date, Schering shall provide Impax with a written twelve (12) month forecast estimating the amounts to be supplied by Impax under this Agreement, and the desired delivery dates therefor. Impax shall be obligated to provide Product up to 125% of the most recent forecast (and use Commercially Reasonable Efforts to provide Product in excess of 125% of the most recent forecast), upon receipt of a Purchase Order for such amount, as described in Section 3.4. Thereafter, on or before the first day of each month during the term hereof, Schering shall provide Impax with an updated written rolling forecast estimating Schering's purchases from Impax and the desired delivery dates therefor, for the succeeding twelve (12) month period. Such rolling forecasts shall include the forecast from the previously forecasted eleven (11) month period in addition to a forecast for the new month added. Such estimates shall be prepared in good faith, but shall not be binding on Schering, except that Schering shall place purchase orders for at least the quantity of products specified in the first three (3) months of each such rolling forecast. Schering shall not be responsible for any loss or expense incurred by Impax arising from such forecasts, except for such three (3) months' purchase orders. The obligation to give estimates is acknowledged by the parties to be a material provision of this Agreement. Accordingly, if Schering fails to give Impax an estimate after notice by Impax of such failure and Schering's continuing failure to provide an estimate to Impax, Impax and Schering shall discuss the reasons for Schering's failure and Impax will not decline to supply if Impax determines in its reasonable judgment that Schering has an adequate reason for its failure to furnish the estimate.
Sample 1
Good Faith Forecasts. Impax represents that it can adequately supply Schering with Product in accordance with the preliminary non-binding forecast as set forth in Exhibit 3.3. Although the forecast on Exhibit 3.3 does not obligate Schering to make any purchases of Product, the parties acknowledge that it represents a good faith estimate of possible orders by Schering for Product during the Initial Term and any renewal term. Within thirty (30) days after the Effective Date, Schering shall provide Impax with a written twelve _______________________________ * Filed under an application for confidential treatment.
Sample 1
Good Faith Forecasts. No later than thirty (30) days after Anthra files its initial Registration for the Product in the EU, Nycomed shall provide Anthra with a forecast estimating Nycomed's quarterly requirements of the Product (and the desired delivery dates therefor) for the succeeding eighteen (18) month period. Thereafter, on or before the first day of January, April, July and October of each year during the term hereof, Nycomed shall provide Anthra with an updated forecast estimating Nycomed's quarterly requirements of the Product (and the desired delivery dates therefor) for the succeeding eighteen (18) month period. Nycomed shall prepare such estimates in good faith; provided, however, that, subject to Paragraph (B) of this Annex F, such estimates shall not be binding on either party.
Sample 1
Good Faith Forecasts. At the time of an NDA filing (or Supplemental NDA filing), Schering shall provide CIMA with a written eighteen (18) month forecast estimating Schering's monthly Requirements of the Licensed Product, broken down to set forth Requirements by dosage strength (and the desired delivery dates therefor). Thereafter, on or before the first day of each calendar quarter during the Term hereof, Schering shall provide CIMA with an updated written rolling forecast estimating Schering's monthly Requirements of the Licensed Product (and the desired delivery dates therefor) for the succeeding eighteen (18) month period. Such rolling forecasts shall include the forecast from the previously forecasted fifteen (15) month period in addition to a forecast for the new calendar quarter added. Such estimates shall be prepared in good faith, but shall not be binding on Schering. Schering shall not be responsible for any loss or expense incurred by CIMA arising from such forecasts.
Sample 1
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Related to Good Faith Forecasts

  • Rolling Forecasts The parties shall cooperate in good faith to develop rolling twelve (12) month (by Product and pack type), non-binding order forecasts of Buyer’s needs for the Products. The parties shall use commercially reasonable efforts to provide such forecasts at least ten (10) business days prior to the start of the applicable month.

  • Forecast Customer shall provide Flextronics, on a monthly basis, a rolling twelve (12) month forecast indicating Customer’s monthly Product requirements. The first ninety (90) days of the forecast shall be in weekly time buckets and will constitute Customer’s written purchase order for all Work to be completed within the first ninety (90) day period. Such purchase orders will be issued in accordance with Section 3.2 below.

  • Annual Forecasts As soon as available and in any event no later than 15 days before the end of each Fiscal Year, forecasts prepared by management of the Parent Borrower, in form satisfactory to the Agents and the Lender Parties, of balance sheets, income statements and cash flow statements on a monthly basis for the Fiscal Year following such Fiscal Year and on an annual basis for each Fiscal Year thereafter until the Termination Date.

  • Forecasts The Consolidated forecasted balance sheets, statements of income and statements of cash flows of the Parent Guarantor and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(a)(x) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent Guarantor’s best estimate of its future financial performance.

  • Rolling Forecast (i) On or before the fifteenth (15th) calendar day of each month during the Term (as defined in Section 6.1 herein), Buyer shall provide Seller with an updated eighteen (18) month forecast of the Products to be manufactured and supplied (each a “Forecast”) for the eighteen (18) month period beginning on the first day of the following calendar month. The first two months of each Forecast will restate the balance of the Firm Order period of the prior Forecast, and the first three (3) months of the Forecast shall constitute the new Firm Order period for which Buyer is obligated to purchase and take delivery of the forecasted Product, and the supply required for the last month of such new Firm Order period shall not be more than one (1) full Standard Manufacturing Batch from the quantity specified for such month in the previous Forecast (or Initial Forecast, as the case may be). Except as provided in Section 2.2(a), Purchase Orders setting forth Buyer’s monthly Product requirements will be issued for the last month of each Firm Order period no later than the fifteenth calendar day of the first month of each Firm Order period, and such Purchase Order will be in agreement with the Firm Order period of the Forecast. If a Purchase Order for any month is not submitted by such deadline, Buyer shall be deemed to have submitted a Purchase Order for such month for the amount of Product set forth in Buyer’s Forecast for such month.

  • Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary, Parent and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

  • Orders and Forecasts (a) Rolling […***…] Month Forecast. When each Product Agreement is executed, Client will give Patheon a non-binding […***…] month forecast of the volume of Product that Client expects to order in the first […***…] months of commercial manufacture of the Product. This forecast will then be updated by Client on or before the […***…] day of each month on a rolling forward basis. Client will update the forecast forthwith if it determines that the volumes estimated in the most recent forecast have changed by more than […***…]%. The most recent […***…] month forecast will prevail.

  • Estimates User shall pay to Tenant, in advance on a monthly basis, an amount equal to the estimated Rent for each year of the Use Period or part thereof divided by the number of months therein. Attached as Exhibit B is an budget for the Project prepared by Tenant and approved by User, which reflects a good faith estimate of Rent. Based on Exhibit B, the parties have agreed that User will pay to Tenant the monthly sum allocated to User on Exhibit B, in advance, as Tenant’s initial estimate of Rent. From time to time, Tenant may estimate and re-estimate the amount of Rent to be due and deliver a copy of the estimate or re-estimate to User. Thereafter, the monthly installments of Rent shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, User shall have paid all of Rent estimated by Tenant for such calendar year. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when the actual amount of Rent is available for each calendar year or fraction thereof (in the instance of any partial calendar year).

  • Projections As of the Closing Date, to the best knowledge of Borrower, the assumptions set forth in the Projections are reasonable and consistent with each other and with all facts known to Borrower, and the Projections are reasonably based on such assumptions. Nothing in this Section 4.17 shall be construed as a representation or covenant that the Projections in fact will be achieved.

  • Financial Projections Borrower shall have delivered to Lender Borrower’s business plan and/or financial projections or forecasts as most recently approved by Borrower’s Board of Directors.

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