Product Qualification; Shortfalls; Forecast Changes Sample Clauses

Product Qualification; Shortfalls; Forecast Changes. 1. AOI’s products must be qualified at Facebook in advance of the delivery calendar quarter in Table 1 to be eligible for purchase. In the event that Facebook has not completed qualification of the new product revision, AOI will continue to provide the previous product version until either Facebook qualification has been completed the last time ship date in the product change notification has passed, whichever comes first. AOI agrees to provide product change notification documentation not less than 6 months from the last time buy date. The qualification status of a specific product will be determined by AOI and Facebook (or Authorized Buyers) before acceptance of purchase orders. This list of qualified parts will be maintained by AOI and relevant Authorized Buyers. 2. In the event that Facebook and its Authorized Buyers fall short of purchasing the quarterly product volume as set forth in Table 1, Facebook will purchase the balance of committed demand at the end of each respective quarter at the unit price agreed for the shortfall quarter pursuant to the table in Table 2. 3. Notwithstanding any language to the contrary, in the event that AOI fails to meet quarterly delivery requirements stated in Table 1 by a percentage of *****, AOI will be subject to order cancellation by Facebook with reduced net quarterly consumption overall and cost to cover payment penalties. 4. In such case a Force Majeure event causes AOI to fall short of supplying a quarterly allocation in accordance with Section 1.B, Facebook, in its sole discretion, has the option to move the shortfall allocation amount into a subsequent quarter or to reduce the overall purchase commitment by an amount equal to the shortfall. For purpose of clarity, a Force Majeure event is the only event that will delay or excuse AOI obligation to meet its quarterly shipment commitment. 5. Facebook can request delivery changes by site as set forth in Table 1 beyond a ***** rolling window. AOI will use commercially reasonable efforts to accept the requested change(s).
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Related to Product Qualification; Shortfalls; Forecast Changes

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

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  • Minimum Customer Support Requirements for TIPS Sales Vendor shall provide timely and commercially reasonable support for TIPS Sales or as agreed to in the applicable Supplemental Agreement.

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