Seller Forecasts. Seller may provide Buyer with estimates or forecasts of its capacity for the manufacture or delivery of Products. Buyer acknowledges that any estimates or forecasts are provided for estimation of output only and, like any other forward looking projections, are based on a number of economic and business factors, variables and assumptions, some or all of which are subject to change. Seller makes no representation, warranty, guarantee or commitment, express or implied, regarding any estimates or forecasts provided to Buyer, including the accuracy or completeness of the estimates or forecasts.
Seller Forecasts. (a) Not later than 15 days following the Phase 2 License Amendment Date, the Parties shall, in good faith, discuss and agree in writing on the Stub Year Forecasted Production Capacity. At least 30 days prior to the end of the Stub Year, and at least 30 days prior to the end of each subsequent calendar year during the Term, the Parties shall, in good faith, discuss the Forecasted Production Capacity for the following calendar year. If the Parties are unable to mutually agree in writing, acting reasonably and in good faith, on the Forecasted Production Capacity for the calendar year that follows the Stub Year by the beginning of such new calendar year, the then-current calendar year’s Actual Production shall be used as the Forecasted Production Capacity for such subsequent calendar year. For all subsequent calendar years during the Term, if the - 9 - Parties cannot agree in writing on the Forecasted Production Capacity for the next year by the end of the then-current calendar year, in each case acting reasonably and in good faith, the then-current calendar year’s Actual Production plus an additional two percent shall become the following calendar year’s Forecasted Production Capacity.
