Upward Variances Sample Clauses

Upward Variances a. Supplier will maintain, at its sole cost and expense, sufficient capacity to manufacture Products in accordance with the requirements set out herein and for all Product. Such capacity will include appropriate facilities, properly trained personnel, appropriate tools and equipment, and adequate arrangements for the ongoing supply of Materials. Cambium will have no liability to Supplier for any costs and expenses incurred by Supplier to meet or to maintain required capacity levels, unless otherwise mutually agreed by the parties in writing. Costs associated with any vendor managed inventory (“VMI”) or supplier managed inventory (“SMI”) shall be identified and be subject to prior mutual written agreement of the Parties prior to implementation of such measures under this Agreement. b. Except as otherwise mutually agreed to by the parties in writing under Section 3.6(a) above, Supplier will use [***] efforts, to achieve the percentages for upward capacity for the advance forecast periods set out in the table below, with no expedite charges, overtime costs, or other additional costs or expenses payable by Cambium; provided, however, that expedite charges incurred by Supplier for Materials will be reimbursed by Cambium, upon Cambium’s prior written approval, solely for Materials ordered inside the lead-times for such Materials as caused by the upward variance. To be clear, any obligation set forth herein is subject to both capacity at the facility (during normal business hours and with existing personnel) and Material availability. . c. Subject to prior mutual written agreement by the Parties with respect to the different Products under this Product Schedule, Supplier will use [***] efforts, with the current levels of capacity, to achieve the mutually agreed percentages for premium capacity for the applicable advance forecast periods set out in the table below with reasonable expedite charges, air freight costs, overtime costs, or other additional costs or expenses payable by Cambium. d. Cambium recognizes it is not be [***] for Supplier to meet upward capacities or premium capacities if Supplier’s inability to meet such upward capacities is due solely to: (i) the unavailability of Materials, test equipment or custom tooling; (ii) Supplier’s applicable manufacturing site is already currently operating at full capacity ([***] per week) or, if Supplier is not at full capacity, Supplier is unable to hire qualified employees at existing wages to support the upward...

Upward Variances. In this section, Upward Variance represents the excess amount of the Forecasted quantity. EMS shall use commercially reasonable efforts to accommodate Upward Variances outside the flexibility target with no expedite charges, overtime costs payable by UTS. EMS shall use reasonable commercial efforts to accommodate any upside schedule changes beyond the firm Purchase Order periods.

Upward Variances. Within five (5) business days after receipt of UTS’ Forecast, EMS shall notify UTS in writing of EMS’ inability to meet any Upward Variances. Within two (2) business days of such notification, EMS shall schedule a meeting with UTS to discuss alternative solutions for meeting UTS’ Product schedule.