Common use of Purchase of Capacity Clause in Contracts

Purchase of Capacity. (a) Subject to the other provisions of this Article II, Purchaser agrees to purchase from Supplier and Supplier agrees to sell to Purchaser an amount of Plastic Components equal to no less than 90% of the total capacity of the Newark Assets. (b) At least 60 days prior to the beginning of each year, Purchaser shall provide Supplier with a non-binding forecast for the Plastic Components that it will purchase from Supplier during such year, which shall represent a good faith estimate of Purchaser’s expected purchases for such year. On or before the 15th day of each month, Purchaser shall submit a firm order for production during the following month (a “Production Request”), which shall not exceed the capacity of the Newark Assets, and a non-binding forecast for the following two months, which forecast shall represent a good faith estimate of Purchaser’s requirements for such two months. Purchaser shall be deemed to purchase, and shall be responsible for payment to Supplier for, any Plastic Components manufactured by Supplier in response to a Production Request, regardless of whether Purchaser submits a Release Request for such Plastic Components. In addition, to maximize utilization of the Newark Assets, Supplier may produce Plastic Components based upon Purchaser’s non-binding forecasts. If Purchaser provides its written consent to such production, Purchaser shall be deemed to purchase, and shall be responsible for payment to Supplier for, any Plastic Components manufactured by Supplier in response to such forecast, regardless of whether Purchaser submits a Release Request for such Plastic Components. (c) From time to time Purchaser may submit requests to release Plastic Components for shipment (“Release Requests”) to Supplier. Upon receipt of a Release Request, Supplier shall use its commercially reasonable efforts to satisfy the Release Request; provided, however, that in no event shall Purchaser be obligated to utilize production equipment other than the Newark Assets, and Supplier is obligated to provide mxxxxxx as required to meet Production

Purchase of Capacity. (a) Subject to the other provisions of this Article II, Purchaser agrees to purchase from Supplier and Supplier agrees to sell to Purchaser an amount of Plastic Components equal to no less than 90% of the total capacity of the Newark Assets. (b) At least 60 days prior to the beginning of each year, Purchaser shall provide Supplier with a non-binding forecast for the Plastic Components that it will purchase from Supplier during such year, which shall represent a good faith estimate of Purchaser’s expected purchases for such year. On or before the 15th day of each month, Purchaser shall submit a firm order for production during the following month (a “Production Request”), which shall not exceed the capacity of the Newark Assets, and a non-binding forecast for the following two months, which forecast shall represent a good faith estimate of Purchaser’s requirements for such two months. Purchaser shall be deemed to purchase, and shall be responsible for payment to Supplier for, any Plastic Components manufactured by Supplier in response to a Production Request, regardless of whether Purchaser submits a Release Request for such Plastic Components. In addition, to maximize utilization of the Newark Assets, Supplier may produce Plastic Components based upon Purchaser’s non-binding forecasts. If Purchaser provides its written consent to such production, Purchaser shall be deemed to purchase, and shall be responsible for payment to Supplier for, any Plastic Components manufactured by Supplier in response to such forecast, regardless of whether Purchaser submits a Release Request for such Plastic Components. (c) From time to time Purchaser may submit requests to release Plastic Components for shipment (“Release Requests”) to Supplier. Upon receipt of a Release Request, Supplier shall use its commercially reasonable efforts to satisfy the Release Request; provided, however, that in no event shall Purchaser be obligated to utilize production equipment other than the Newark Assets, and Supplier is obligated to provide mxxxxxx xxxxxxx as required to meet ProductionProduction Requests. In the event that the aggregate amount of Plastic Components requested for release during a month exceeds that month’s Production Request, Supplier shall nevertheless use its commercially reasonable efforts to satisfy the Release Request; provided, however, that in no event shall Purchaser be obligated to utilize production equipment other than the Newark Assets. With respect to Release Requests that (in the aggregate, if applicable) do not exceed the relevant month’s Production Request, Supplier will ship no less than [***] of the released Plastic Components to the Crown Customer or Crown Facilities, as directed by Purchaser, OTIF (on time, in full). The measurement of OTIF shipments shall conform to historic practices of the Newark Facility. If Supplier is unable to satisfy a Release Request, Supplier shall promptly notify Purchaser. After such notification, Purchaser may, at its option, direct Supplier to resequence utilization of the Newark Assets to satisfy the Release Request; provided, however, that Supplier shall be under no obligation to resequence utilization of the Newark Assets if such resequencing would adversely effect Supplier’s other operations at the Newark Facility. Purchaser shall be deemed to purchase, and shall be responsible for payment to Supplier for, any Plastic Components shipped by Supplier in response to a Release Request, regardless of whether the Crown Customer ultimately pays Purchaser for such Plastic Components. Supplier shall not be responsible for collecting payment from the Crown Customer for Plastic Components manufactured and shipped hereunder. (d) Consistent with historic practices at the Newark Facility, Purchaser shall provide Supplier, at Supplier’s cost, with resin necessary to produce the Plastic Components. Supplier shall not be deemed to breach this Agreement as a result of, and shall have no liability to Purchaser for, any failure to perform its obligations hereunder that results from the failure of Purchaser to provide Supplier with resin necessary to produce the Plastic Components. (e) Notwithstanding the foregoing, Supplier shall not be required to manufacture and/or ship any specific Plastic Components if Supplier reasonably determines that any such manufacture or shipment will result in a material violation of any applicable governmental laws or regulations.