Purchase Estimate and Order Sample Clauses

Purchase Estimate and Order. Starting one hundred eighty (180) days prior to the expected launch date of the first commercial sale of the Product in the Territory, and thereafter during the first ten (10) business days at the beginning of each calendar quarter, Elixir shall submit to Kissei a good faith written estimate of its requirements of the Compound for each of the following consecutive four (4) quarters. At least ninety (90) days prior to the beginning of each calendar quarter, Elixir shall provide Kissei with the firm order for the quantities of the Compound of which Elixir wishes shipments during such calendar quarter and such quantities of the Compound shall in no event be lower than * percent (*%) of the quantities of the Compound indicated in the last written estimate submitted by Elixir to Kissei for such calendar quarter, unless otherwise agreed by the Parties. In the event that the quantities of the Compound ordered by Elixir in any calendar quarter exceed * percent (*%) of the quantities of the Compound in the last estimate submitted by Elixir to Kissei for such calendar quarter, Kissei shall not be obliged but shall consider to supply Elixir with such quantities of the Compound which exceed one hundred twenty percent (120%). * Confidential Treatment Requested

Purchase Estimate and Order. (a) Unless otherwise agreed to by the Parties, at least [**] months prior to Actavis’ anticipated date of commercial launch of the Bulk Product, Actavis shall deliver to Merrimack a rolling forecast of Actavis’ projected launch quantity requirements of Bulk Product for Commercial Supply. Thereafter, Actavis shall deliver to Merrimack a rolling [**] month forecast that shall be updated no less often than [**] or more often than [**]. (b) The first [**] months of this forecast shall be binding and the remaining [**] months shall be non-binding. Merrimack shall use the binding portion of the Actavis forecasts to order the raw materials necessary to fulfill Actavis’ forecasted Bulk Product requirements, taking into account necessary lead times. (c) At least [**] days prior to the delivery date set forth in any purchase order, Actavis shall provide Merrimack with a firm order for the quantities of the Bulk Product required by Actavis, in full batch sizes. Unless there is a bona fide business reason for doing so, the firm order shall also be in an amount which is not less than the binding portion in the most recent forecast. (d) If Actavis fails to place purchase orders that will require all of the ordered amounts of raw materials that Merrimack purchased in reliance on the binding portion of Actavis’ forecasts, Actavis shall purchase any excess raw materials (i.e., less any materials Merrimack is able to return to the vendor or use in its business) from Merrimack for the cost of such raw materials. In addition, Actavis shall pay any FTE Costs and Out-of-Pocket Expenses incurred by Merrimack in reliance on the binding portion of Actavis’ forecasts. (e) If the amount reflected in such purchase order exceeds [**] percent ([**]%) of the quantities of the Bulk Product in the last forecast submitted by Actavis to Merrimack for such period, Merrimack shall not be obligated to, but instead shall use its Commercially Reasonable Efforts to, supply Actavis with such quantities of the Bulk Product which exceeds [**] percent ([**]%) of the forecast quantity. For the avoidance of doubt, Merrimack shall be obligated to supply Actavis with such quantities up to and including [**] percent ([**]%) of the forecasted quantities of Bulk Product for such period in the last forecast submitted to Merrimack. (f) If Merrimack fails to deliver at least [**] percent ([**]%) of the Bulk Product ordered by Actavis within [**] business days after the delivery date specified in (i) [**] conse...

Purchase Estimate and Order. ObsEva shall submit to Kissei the following: a) At least [*] prior to the beginning of each calendar quarter commencing January 1, April 1, July 1, and October 1, ObsEva shall submit to Kissei a good faith written estimate of its requirements of the Compound for each of the consecutive [*] commencing from such calendar quarter; b) At least [*] prior to the beginning of each calendar quarter commencing January 1, April 1, July 1, and October 1, ObsEva shall submit to Kissei an updated good faith written estimate of its requirements of the Compound for each of the consecutive [*] commencing from such calendar quarter; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. c) At least [*] prior to the beginning of each calendar quarter commencing January 1, April 1, July 1, and October 1, ObsEva shall provide Kissei with the firm order for the quantities of the Compound of which ObsEva wishes shipments during such calendar quarter. Such quantities of the compound shall in no event be lower than [*] of the quantities of the Compound indicated in the written estimate submitted by ObsEva to Kissei under (b) of this Section 9.05, unless otherwise agreed by the Parties. In the event that the quantities of the Compound ordered by ObsEva in any calendar quarter exceed [*] of the quantities of the Compound in the estimate submitted by ObsEva under (b) of this Section 9.05, Kissei shall not be obliged but shall use its Commercially Reasonable Efforts to supply ObsEva with such quantities of the Compound which exceed [*]. If for any reason (including, without limitation, due to a Force Majeure event) Kissei is unable to supply all of ObsEva’s requirements specified in ObsEva’s firm order, the available Compound shall be allocated to ObsEva, Kissei and other licensees as a relative percentage of all sales in all territories, in the proportion that the aggregate sales of Product in all territories during the immediately preceding six (6) consecutive months bears to the aggregate worldwide sales of product by Kissei and its licensees for the same period.

Purchase Estimate and Order. Sublicensee shall submit to Sublicensor the following: 11.6.1. Sublicensee shall provide Sublicensor with written monthly rolling estimates for [***], with the first [***] of each estimate constituting a firm binding purchase order for the quantities of the Sublicensed Product of which Sublicensee wishes shipments. 11.6.2. Such quantities of the Sublicensed Product shall in no event be lower than [***] of the quantities of the Sublicensed Product indicated in the latest written estimate submitted by Sublicensee to Sublicensor, unless otherwise agreed by the Parties. In the event that the quantities of the Sublicensed Product ordered by Sublicensee in any calendar quarter exceed [***] of the quantities of the Sublicensed Product in the latest estimate submitted by Sublicensee, Sublicensor shall not be obliged but shall use its Commercially Reasonable Efforts to supply Sublicensee with such quantities of the Sublicensed Product which exceed [***]. If for any reason (including, without limitation, due to a Force Majeure event) Sublicensor is unable to supply all of Sublicensee’s requirements specified in Sublicensee’s firm order, the available Sublicensed Product shall be allocated to Sublicensee, Sublicensor and other licensees as a relative percentage of all sales in all territories, in the proportion that the aggregate sales of the Sublicensed Product in all territories during the immediately preceding [***] bears to the aggregate worldwide sales of product by Sublicensor and its licensees for the same period.

Related to Purchase Estimate and Order

Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.
ESTIMATED / SPECIFIC QUANTITY CONTRACTS Estimated quantity contracts, also referred to as indefinite delivery / indefinite quantity contracts, are expressly agreed and understood to be made for only the quantities, if any, actually ordered during the Contract term. No guarantee of any quantity is implied or given. With respect to any specific quantity stated in the contract, the Commissioner reserves the right after award to order up to 20% more or less (rounded to the next highest whole number) than the specific quantities called for in the Contract. Notwithstanding the foregoing, the Commissioner may purchase greater or lesser percentages of Contract quantities should the Commissioner and Contractor so agree. Such agreement may include an equitable price adjustment.
Environmental Report Lender shall have received an Environmental Report (not more than six months old) with respect to the Property that discloses no material environmental contingencies with respect to the Property.
Statement of Estimated Direct Expenses In addition, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant’s Share of Direct Expenses (the “Estimated Direct Expenses”). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due that is at least thirty (30) days thereafter, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.
Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.
Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
PRICE ESCALATION/DE-ESCALATION (CPI) The County may allow a price escalation provision within this award. The original contract prices shall be firm for an initial one (1) year period. A price escalation/de-escalation will be considered at one (1) year intervals thereafter, provided the Contractor notifies the County, in writing, of the pending price escalation/de-escalation a minimum of sixty (60) days prior to the effective date. Price adjustments shall be based on the latest version of the Consumers Price Index (CPI-U) for All Urban Consumers, All Items, U.S. City Average, non-seasonal, as published by the U.S. Department of Labor, Bureau of Labor Statistics. This information is available at xxx.xxx.xxx. Price adjustment shall be calculated by applying the simple percentage model to the CPI data. This method is defined as subtracting the base period index value (at the time of initial award) from the index value at time of calculation (latest version of the CPI published as of the date of request for price adjustment), divided by the base period index value to identify percentage of change, then multiplying the percentage of change by 100 to identify the percentage change. Formula is as follows: Current Index – Base Index / Base Index = % of Change CPI for current period 232.945 Less CPI for base period 229.815 Equals index point change 3.130 Divided by base period CPI 229.815 Equals 0.0136 Result multiplied by 100 0.0136 x 100 Equals percent change 1.4% % of Change x 100 = Percentage Change CPI-U Calculation Example: A price increase may be requested only at each time interval specified above, using the methodology outlined in this section. To request a price increase, Contractor shall submit a letter stating the percentage amount of the requested increase and adjusted price to the Orange County Procurement Division. The letter shall include the complete calculation utilizing the formula above, and a copy of the CPI-U index table used in the calculation. The maximum allowable increase shall not exceed 4%, unless authorized by the Manager, Procurement Division. All price adjustments must be accepted by the Manager, Procurement Division and shall be memorialized by written amendment to this contract. No retroactive contract price adjustments will be allowed. Should the CPI-U for All Urban Consumers, All Items, U.S City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics decrease during the term of the contract, or any renewals, the Contractor shall notify the Orange County Procurement Division of price decreases in the method outlined above. If approved, the price adjustment shall become effective on the contract renewal date. If the Contractor fails to pass the decrease on to the County, the County reserves the right to place the Contractor in default, cancel the award, and remove the Contractor from the County Vendor List for a period of time deemed suitable by the County. In the event of this occurrence, the County further reserves the right to utilize any options as stated herein.
Cost Estimate The cost estimate shall set out the estimated costs for the proposed Change Order in such a way that a fair evaluation can be made. It shall include a breakdown for labor, materials, equipment and markups for overhead and profit, unless TxDOT agrees otherwise. If the work is to be performed by Subcontractors and if the work is sufficiently defined to obtain Subcontractor quotes, DB Contractor shall obtain quotes (with breakdowns showing cost of labor, materials, equipment and markups for overhead and profit) on the Subcontractor’s stationery and shall include such quotes as back-up for DB Contractor’s estimate. No markup shall be allowed in excess of the amounts allowed under Section 10.6. DB Contractor shall identify all conditions with respect to prices or other aspects of the cost estimate, such as pricing contingent on firm orders being made by a certain date or the occurrence or non-occurrence of an event.
Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement?
Problem Statement School bus fleets are aging, and our communities have poor air quality. Replacing school buses with zero emission school buses will address both of these issues.

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