Common use of Quantity; Forecasts Clause in Contracts

Quantity; Forecasts. 3.2.1 With respect to the purchase of the ATS Nutrient Solution under this Section 3, Buyer shall deliver to ATS as soon as practical a forecast of Buyer's quantity requirements for the ATS Nutrient Solution for the calendar quarter in which the First Commercial Sale is projected to occur and, at least one (1) full calendar quarter prior to the calendar quarter in which the First Commercial Sale is projected to occur, Buyer's firm purchase order and Delivery Dates for the ATS Nutrient Solution for such calendar quarter, which shall be subject to acceptance by ATS, which acceptance shall not be unreasonably withheld, and a good faith forecast of its quantity requirements for the ATS Nutrient Solution for the next three (3) calendar quarters, provided that no forecasts or purchase orders need be given for any period after the term of this Agreement. Beginning on January 1, 2002, Buyer shall deliver to ATS at or prior to the end of each calendar quarter, Buyer's firm purchase order and Delivery Date for the ATS Nutrient Solution for the next calendar quarter following such calendar quarter, which shall be subject to acceptance by ATS, which acceptance shall not be unreasonably withheld, and a good faith forecast of its quantity requirements for the ATS Nutrient Solution for the next three (3) calendar quarters. If a required forecast or purchase order for a quarter is not timely submitted for the ATS Nutrient Solution, the immediately preceding forecast for that quarter shall become the new forecast or purchase order; if there is no preceding forecast for a quarter, the forecast or purchase order for the immediately preceding quarter shall become the forecast or purchase order.

Quantity; Forecasts. 3.2.1 With respect to the purchase of the ATS Nutrient Solution under this Section 3, Buyer shall deliver to ATS as soon as practical ATS: (i) a rolling twelve (12) month forecast of Buyer's quantity requirements for the ATS Nutrient Solution for on the first day of each calendar quarter, with the first calendar quarter in which the First Commercial Sale is projected to occur andcommencing on July 1, 2002; and (ii) at least at the beginning of one (1) full calendar quarter prior to the calendar quarter in which the First Commercial Sale is projected to occur, Buyer's firm purchase order and Delivery Dates for the ATS Nutrient Solution for such calendar quarter, which shall be subject to acceptance by ATS, which acceptance shall not be unreasonably withheld, and a good faith forecast of its quantity requirements for the ATS Nutrient Solution for the next three (3) calendar quarters, provided that no forecasts or purchase orders need be given for any period after the term of this Agreement. Beginning on January 1, 2002Thereafter, Buyer shall deliver to ATS at or prior to the end beginning of each calendar quarter, Buyer's firm purchase order and Delivery Date for the ATS Nutrient Solution for the next calendar quarter following such calendar quarter, which shall be subject to acceptance by ATS, which acceptance shall not be unreasonably withheld, and a good faith forecast of its quantity requirements for the ATS Nutrient Solution for the next three (3) calendar quarters. If a required forecast or purchase order for a quarter is not timely submitted for the ATS Nutrient Solution, the immediately preceding forecast for that quarter shall become the new forecast or purchase order; if there is no preceding forecast for a quarter, the forecast or purchase order for the immediately preceding quarter shall become the forecast or purchase order. 3.2.2 For each forecast of ATS Nutrient Solution following the first such forecast delivered by Buyer, the amount of any ATS Nutrient Solution forecasted for delivery in the first quarter of the four (4) calendar quarters forecasted shall not be less then seventy percent (70%) nor more than one hundred thirty percent (130%) of the most recent previous forecast for such quarter. In addition, no firm purchase order for a particular quarter shall cover an amount of ATS Nutrient Solution greater than one hundred twenty-five percent (125%) or less than seventy-five percent (75%) of the amount of ATS Nutrient Solution ordered for the previous quarter. 3.2.3 The total amount of ATS Nutrient Solution ordered by Buyer for delivery in any calendar quarter for which a purchase order is required may not be less than seventy-five percent (75%) of Buyer's most recent forecast of its requirements for ATS Nutrient Solution for such quarter. In addition, ATS will not be obligated to supply more than one hundred twenty-five percent (125%) of Buyer's most recent forecast of its requirements for ATS Nutrient Solution for such quarter. If Buyer's ATS Nutrient Solution requirement for any quarter exceeds 125% of Buyer's most recent forecast of its requirements for ATS Nutrient Solution for such calendar quarter, ATS and Buyer will discuss in good faith the additional amount, if any, which ATS is willing to accept to supply consistent with its other obligations and Buyer will adjust its purchase order accordingly. Buyer shall indemnify ATS and reimburse it promptly upon request for all reasonable out-of-pocket costs and expenses, including the cost of carrying increased inventory, to the extent caused by any deviation in order quantities from the limits imposed by the preceding sentence, and ATS will act reasonably to mitigate any such costs and expenses. 3.2.4 Buyer's forecasts and purchase orders shall reflect its good faith expectations of customer demand and Buyer shall act in a commercially reasonable manner to schedule orders to avoid creating production capacity problems for ATS as determined in the sole discretion of ATS. 3.2.5 Notwithstanding the foregoing, in the event that the total aggregate amount of ATS Nutrient Solution for which firm purchase orders have been received by ATS from all of ATS' customers (including Buyer) in any quarter is greater than ATS' available inventory of ATS Nutrient Solution for such quarter, then Buyer shall be entitled only to its pro-rata portion of the available ATS Nutrient Solution as determined by multiplying the amount of ATS Nutrient Solution for which firm purchase orders have been received by ATS from Buyer for such quarter by a fraction, the numerator of which is the amount of ATS Nutrient Solution for which firm purchase orders have been received by ATS from Buyer for such quarter and the denominator of which is the aggregate total of ATS Nutrient Solution for which firm purchase orders have been received by ATS from all of ATS' customers (including Buyer) for such quarter.

Quantity; Forecasts. 3.2.1 With respect to the purchase of the ATS Nutrient Solution under this Section 3, Buyer shall deliver to ATS as soon as practical (i) at least one (1) full calendar quarter prior to the calendar quarter in which the First Commercial Sale is projected to occur, a forecast of Buyer's quantity requirements for the ATS Nutrient Solution for the calendar quarter in which the First Commercial Sale is projected to occur and, and (ii) at least one (1) full calendar quarter prior to the calendar quarter in which the First Commercial Sale is projected to occur, Buyer's firm purchase order and Delivery Dates for the ATS Nutrient Solution for such calendar quarter, which shall be subject to acceptance by ATS, which acceptance shall not be unreasonably withheld, and a good faith forecast of its quantity requirements for the ATS Nutrient Solution for the next three (3) calendar quarters, provided that no forecasts or purchase orders need be given for any period after the term of this Agreement. Beginning on January 1, 2002Thereafter, Buyer shall deliver to ATS at or prior to the end of each calendar quarter, Buyer's firm purchase order and Delivery Date for the ATS Nutrient Solution for the next calendar quarter following such calendar quarter, which shall be subject to acceptance by ATS, which acceptance shall not be unreasonably withheld, and a good faith forecast of its quantity requirements for the ATS Nutrient Solution for the next three (3) calendar quarters. If a required forecast or purchase order for a quarter is not timely submitted for the ATS Nutrient Solution, the immediately preceding forecast for that quarter shall become the new forecast or purchase order; if there is no preceding forecast for a quarter, the forecast or purchase order for the immediately preceding quarter shall become the forecast or purchase order. 3.2.2 After January 1, 2003, for each quarterly forecast of ATS Nutrient Solution, the amount of any ATS Nutrient Solution forecasted for delivery in the first of the three (3) calendar quarters forecasted shall not be less then seventy percent (70%) nor more than one hundred thirty percent (130%) of the forecast for such quarter in the prior year. -------------------------------------------------- 3.2.3 Buyer's forecasts and purchase orders shall reflect its good faith expectations of customer demand and Buyer shall act in a commercially reasonable manner to schedule orders to avoid creating production capacity problems for ATS. 3.2.4 Notwithstanding the foregoing, in the event that the total aggregate amount of ATS Nutrient Solution for which firm purchase orders have been received by ATS from all of ATS's customers (including Buyer) in any quarter is greater than ATS's available inventory of ATS Nutrient Solution for such quarter, then Buyer shall be entitled only to its pro-rata portion of the available ATS's Nutrient Solution as determined by multiplying the amount of ATS Nutrient Solution for which firm purchase orders have been received by ATS from Buyer for such quarter by a fraction, the numerator of which is the amount of ATS Nutrient Solution for which firm purchase orders have been received by ATS from Buyer for such quarter and the denominator of which is the aggregate total of ATS Nutrient Solution for which firm purchase orders have been received by ATS from all of ATS's customers (including Buyer) for such quarter.

Quantity; Forecasts. 3.2.1 (a) With respect to the purchase of the ATS Nutrient Solution under this Section 3each Product, Buyer MAKO shall deliver to ATS as soon as practical STELKAST (i) at least four (4) full calendar quarters prior to the calendar quarter in which the First Commercial Sale of such Product is projected to occur, a forecast of Buyer's MAKO’s quantity requirements for the ATS Nutrient Solution such Product for the calendar quarter in which the First Commercial Sale of such Product is projected to occur and, and (ii) at least one (1) full calendar quarter prior to the calendar quarter in which the First Commercial Sale of such Product is projected to occur, Buyer's MAKO’s firm purchase order and Delivery Dates for the ATS Nutrient Solution such Product for such calendar quarter, which shall be subject to acceptance by ATS, which acceptance shall not be unreasonably withheld, quarter and a good good-faith forecast of its quantity requirements for the ATS Nutrient Solution such Product for the next three (3) calendar quarters, provided that no forecasts or purchase orders need be given for any period after the term of this Agreement. Beginning on January 1Thereafter, 2002, Buyer MAKO shall deliver to ATS STELKAST at or prior to the end of each calendar quarter, Buyer's MAKO’s firm purchase order and Delivery Date Dates for such Product for the ATS Nutrient Solution for the next second calendar quarter following such calendar quarter, which shall be subject to acceptance by ATS, which acceptance shall not be unreasonably withheld, quarter and a good faith forecast of its quantity requirements for the ATS Nutrient Solution such Product for the next three (3) following calendar quarters. If a required forecast or purchase order for a quarter is not timely submitted for the ATS Nutrient Solutiona Product, the immediately preceding forecast for that quarter shall become the new forecast or purchase order; if there is no preceding forecast for a quarter, the forecast or purchase order for the immediately preceding quarter shall become the forecast or purchase order. (b) For each quarterly forecast of Product, the amount of any Product forecasted for delivery in the first of the three calendar quarters forecasted shall be not less than [***] percent ([***]%) or more than [***] percent ([***]%) of the most recent previous forecast for such quarter. (c) MAKO’s forecasts and orders will reflect its good-faith expectations of customer demand and MAKO will act in a commercially reasonable manner to schedule orders to avoid creating production capacity problems for STELKAST.