Estimates and Orders Sample Clauses

Estimates and Orders. 5.1 On the fifteenth (15th) of each month, Mundipharma shall provide Horizon an […***…] rolling forecast of Mundipharma’s estimated purchase of Product in bulk tablet form for the following […***…]. Each […***…] Rolling Forecast shall specify, on a monthly basis and segmented by dosage form, the total quantity of Product in bulk tablet form that Mundipharma expects to purchase from Horizon. No later than […***…] after receiving the […***…] Rolling Forecast, Horizon shall provide Mundipharma the expected delivery date(s) for Mundipharma’s order of Product in bulk tablet form in accordance with the Firm Forecast (as defined below). ***Confidential Treatment Requested The estimates for the first […***…], of the […***…] Rolling Forecast shall be firm and represent Mundipharma’s obligation to Horizon to purchase such amount of Product in bulk tablet form (the “Firm Forecast”). The estimates for the remaining […***…] of such forecast shall be tentative (the “Tentative Forecast”). The submission of each […***…] Rolling Forecast shall oblige Mundipharma to place a binding order for the quantity of Product set forth in […***…] in accordance with Clause 5.2. In each […***…] Rolling Forecast (other than the very first such forecast submitted under this Agreement), the quantity of Product set forth in […***…] shall be (i) within […***…] of the quantities of the Product set out in […***…] in the […***…] Rolling Forecast immediately preceding the most recent […***…] Rolling Forecast and (ii) within +/- […***…]% of the quantities set out in […***…] in the […***…] Rolling Forecast immediately preceding the […***…] Rolling Forecast referred to in (i). This Clause 5.1 reflects the current terms of Horizon’s agreement with the Third-Party Manufacturer. If Horizon is able to modify the terms of its agreement with the Third-Party Manufacturer (and/or the Alternative Third-Party Manufacturer, if applicable), the relevant time periods in this Clause 5.1 shall be shortened by an equivalent amount. In addition to the […***…] Rolling Forecast, on a yearly basis no later than November 30, Mundipharma shall also provide Horizon a non-binding five (5) year forecast that specifies Mundipharma’s expected purchase of Product in bulk tablet form for the following five (5) calendar years.
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Estimates and Orders. As soon as practical after the Effective Date, and within the last ten (10) business days of each calendar quarter thereafter, Discovery shall deliver to Genzyme a twelve (12) month rolling Forecast (the “Forecast”) of the quantity of material to be purchased by Discovery. The first two quarters (six months) of such Forecast will be considered a firm commitment for production quantities (the “Binding Forecast”) and the remainder of the Forecast shall be advisory only. Accordingly, the first quarter quantity in each subsequent Forecast shall be identical to the second quarter quantity in the previous Forecast unless the parties otherwise agree in writing. Within fourteen days of delivery of each Forecast, Discovery shall submit to Genzyme a written purchase order (the “Order”) for the Material which shall represent the six-month firm commitment as illustrated by the Forecast. Genzyme may reject any order which (i) exceeds [***] of the most current forecast underlying such order or (ii) is received at a time when Discovery is delinquent in payment hereunder. Genzyme shall be deemed to have met its delivery obligations provided that the Material is shipped for arrival within [***] of the requested delivery date. The Parties further agree that if the foregoing forecasting and/or, ordering mechanisms set forth in this Section 4 are determined by the Parties, in good faith cooperation and giving reasonable consideration to each Party’s economic and business needs, to be inappropriate given the experience of the Parties and the then-existing manufacturing and supply circumstances regarding Material hereunder, the Parties agree to negotiate in good faith appropriate amendments to the applicable mechanisms in the supply procedures, provided, however, that Genzyme shall have no obligation to agree to any changes to the Binding Forecast. [***] Confidential treatment requested.
Sample 1
Estimates and Orders. As soon as practical after the effective date of this Agreement, and within the last [****] days of each calendar quarter thereafter, IMCOR shall deliver to vendor a [****] month rolling Forecast (the "Forecast") of the quantity of material to be purchased by IMCOR. The [****] of such Forecast will be considered a firm commitment for production quantities and the remainder of the Forecast shall be advisory only. Accordingly, the [****] quantity in each subsequent Forecast shall be identical to the [****] quantity in the previous "Forecast" unless the parties otherwise agree in writing. Within [****] days of delivery of each Forecast, IMCOR shall submit to Vendor a written delivery "Order" for the Material which shall represent the [****] firm commitment as illustrated by the Forecast.
Sample 1
Estimates and Orders. (a) (1) SONUS shall, within sixty (60) days after execution of the commercial supply agreement for any Product, provide * with a written estimate of the quarterly purchase of * by SONUS for the first year following the anticipated NDA approval date; per the order forecast, Schedule 3, attached.
Sample 1
Estimates and Orders 
Sample 1

Related to Estimates and Orders

  • Forecasts and Orders 4.1 Customer shall provide IBM’s customer account representative with a Product demand forecast, which shall cover a minimum of twelve (12) months broken out by Product and month. By the fifth (5th) day of every month during the term of this Attachment, Customer will provide IBM’s customer account representative with an updated Product demand forecast covering a rolling twelve (12) month period (not to extend beyond the term of this Attachment), which will be reviewed for approval by IBM within ten (10) days of receipt by IBM. Forecasts shall constitute good faith estimates of Customer’s anticipated requirements for Products but shall not contractually obligate IBM to supply, nor contractually obligate Customer to purchase, the quantities of Product set forth in such forecasts.

  • Environmental Matters; Environmental Reviews (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect.

  • Proceedings and Orders Neither Purchaser, nor any director, officer, affiliate or 5% or greater shareowner of Purchaser, during the last ten years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or has been convicted of fraud or felony charges or restricted in conducting any business activity.

  • Environmental Review (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

  • Periodic Review of Compliance Policies and Procedures During the Term, Transfer Agent shall periodically assess its compliance policies and procedures (the “Policies”). Transfer Agent shall provide, (i) no less frequently than annually, electronic access to its Policies to the chief compliance officer of the Fund (the “Chief Compliance Officer”), and/or any individual designated by the Fund or such Chief Compliance Officer, including but not limited to members of the internal compliance and audit departments of Federated Investors, Inc., and any advisory board constituted by the Fund provided that the Transfer Agent may reasonably require any members of such advisory board that are not employees of the Fund or its Affiliates to execute a confidentiality agreement with respect to such information; (ii) at such reasonable times as he or she shall request, access by such Chief Compliance Officer to such individuals as may be necessary for the Chief Compliance Officer to conduct an annual review of the operation of such Policies for purposes of making his or her annual report to the Board of the Fund (the “Annual Report”), (iii) promptly upon enactment, notification of, and a copy of, any material change in such Policies, and (iv) promptly upon request, such other information as may be reasonably requested by such Chief Compliance Officer for purposes of making such Annual Report.

  • Litigation and Orders There is no Proceeding pending or, to Buyer’s Knowledge, Threatened against Buyer, as of the date of this Agreement, that, if decided adversely to Buyer, will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein. As of the date of this Agreement, Buyer is not subject to any Order that will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein.

  • Business Plans The Approved Full-Term Operating Business -------------- Plan and Approved Annual Operating Business Plan, if any, have been prepared in all material respects in accordance with GAAP (except for the treatment of Indebtedness owing to the FCC, which has been reflected in such plans at historical cost).

  • Compliance Program and Ongoing Certification(s) As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

  • Shareholder Records, Reports and Services (1) The Transfer Agent shall maintain all shareholder accounts, which shall contain all required tax, legally imposed and regulatory information; shall provide shareholders, and file with federal and state agencies, all required tax and other reports pertaining to shareholder accounts; shall prepare shareholder mailing lists; shall cause to be printed and mailed all required prospectuses, annual reports, semiannual reports, statements of additional information (upon request), proxies and other mailings to shareholders; and shall cause proxies to be tabulated.

  • TIMELY PRICING AND ORDERS (a) AVIF or its designated agent will use its best efforts to provide LIFE COMPANY with the net asset value per Share for each Fund by 6:00 p.m. Central Time on each Business Day. As used herein, "

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