Firm Commitments Sample Clauses

Firm Commitments. (a) A formal order shall be a binding commitment (a “Firm Order”). (b) Company shall submit to AAIPharma a Firm Order no later than [***] days prior to the requested delivery dates confirming the quantity of each Product ordered (which shall be in full Batch quantities), the requested delivery dates (which shall be on a business day), and such other information as AAIPharma may find reasonably necessary to Manufacture the ordered Products. (c) Company agrees that purchases may be made by AAIPharma of the Raw Materials, packaging components and other items to satisfy the production requirements for Firm Orders and may make such other purchases to meet production requirements exceeding Firm Order requirements as may be agreed to in writing from time to time by Company and AAIPharma. In such circumstances, if such Raw Materials, packaging components and other items are not included in finished Products purchased by Company within [***] months after such purchases have been made (or such longer period as the Parties may have agreed to), Company will pay to AAIPharma its costs thereof and, in the event such Materials are incorporated into Products subsequently purchased by Company, Company will receive credit for any of such costs previously paid to AAIPharma by Company. (d) AAIPharma shall Manufacture and prepare for shipment the quantity of a Product specified in the Firm Order. The Firm Orders shall be made available for shipment in accordance with Section 4.4.

Firm Commitments. (a) Each Firm Commitment shall be a binding commitment for the quantities of each Product forecast for the first [**] calendar months of the Long-Term Forecast. The quantity of each Product specified in any Firm Commitment for delivery to, and purchase by, Company in any calendar quarter shall not be less than [**] percent ([**]%) of the quantities forecasted for such quantities when it was the applicable Firm Forecast (the “Minimum Order Requirement”). (b) With respect to each Firm Commitment, Company shall submit to AAIPharma binding written purchase orders (a “Firm Order”) no later than [**] days prior to the requested delivery dates confirming the quantity of each Product ordered (which shall be in full Batch quantities), the requested delivery dates, and such other information as AAIPharma may find reasonably necessary to Manufacture the ordered Products. AAIPharma will confirm the requested delivery dates within [**] business days of receipt of a Firm Order. (c) If Company fails to order and purchase the Minimum Order Requirement, then within [**] days following the end of the quarter in which the Minimum Order Requirement was not met, Company shall pay to AAIPharma the difference between: (i) the Purchase Price for the applicable Minimum Order Requirement, and (ii) the Purchase Price that was paid by Company for the quantity ordered. Furthermore, Company agrees that purchases may be made by AAIPharma of the Raw Materials, packaging components and other items to satisfy the production requirements for the Long-Term Forecast. In such circumstances, if such Raw Materials, packaging components and other items are not included in finished Products purchased by Company within [**] months after such purchases have been made (or such longer period as the Parties may have agreed to), Company will pay to AAIPharma its costs thereof and, in the event such Materials are incorporated into Products subsequently purchased by Company, Company will receive credit for any of such costs previously paid to AAIPharma by Company. (d) AAIPharma shall Manufacture and prepare for shipment the quantity of a Product specified in the Firm Commitment and related purchase orders. Notwithstanding the foregoing, with respect to a Product, in no event shall AAIPharma be required in any calendar quarter to deliver more than [**] percent ([**]%) of the quantities in the applicable Firm Forecast, but AAIPharma shall use its commercially reasonable and good faith efforts to deliver qua...

Firm Commitments. (a) Provided Company is not in default of this Agreement, [*]. (b) Except as provided in Section 2.5(a) above, [*], as determined by the Manufacturing start dates, shall be [*] for Company to produce such quantities on the delivery dates described therein and for Client to purchase the quantities of API specified therein (the “API Firm Commitment”); [*] shall be [*] upon the Parties. (c) Client understands that to ensure a timely supply of API and Drug Product, it is necessary for Company to Manufacture CML-474 in sufficient volumes to meet the forecasted production requirements for API in Client’s Rolling Forecast. Client understands and agrees that Company shall rely upon the Rolling Forecast to produce such quantities of CML-474 as required to meet the forecasted quantities of API in Client’s Firm Commitment. Client will review plans for CML-474 Manufacturing and the Parties shall agree to the plan to support API supply. (d) With respect to each API Firm Commitment, Client shall submit to Company binding written purchase orders (an “API Firm Order”) confirming the quantity of API ordered and CML-474 as required by Company (which shall be in full Batch quantities), the requested delivery dates, and such other information as Company may find reasonably necessary to Manufacture the API and CML-474, if applicable. Company will confirm acceptance of any API Firm Order (consistent with this Agreement) within [*] of receipt and respond with a schedule of estimated Manufacture start dates and estimated delivery dates. Except as provided in Section 3.10 of this Agreement, the Parties expressly agree that any requested delivery dates shall not be binding on Company and that any timelines represent the Parties’ best estimates of the timing for the various activities or Services to be performed. (e) All purchase orders shall be placed in accordance with this Section 4.2 and no later than nine (9) months prior to the planned Manufacturing start date. Company shall Manufacture and prepare for shipment the quantity of API specified in the API Firm Order and related purchase orders. If requested by Client, Company shall use its commercially reasonable and good faith efforts to deliver quantities in excess of [*] of the applicable API Firm Order subject to available capacity. The API Firm Order shall be made available for shipment in accordance with Section 6.1 (Delivery/Shipment). (f) Company’s acceptance of any API Firm Commitment or purchase order is contingent upon ...

Firm Commitments. In the event of termination by AAI pursuant to Section 11.2(a) or 11.2(b), then, at AAI's option, Firm Commitments for terminated Product not yet started shall be cancelled without penalty to AAI. If requested by AAI, Manufacturer shall complete or Manufacturer shall cause the completion of the Manufacturing of any Product that is subject to a valid and effective Firm Commitment on the date on which the termination is effective. Once such Product is completed, it shall be shipped in accordance with AAI's Firm Commitments and shall be subject to the terms hereof.

Firm Commitments. The obligation of the Optionee to pay the sum of $10.00 and issue the Shares pursuant to Paragraphs 3.2(a) and (b) are firm commitments of the Optionee and are subject to satisfactory completion of due diligence and board approval. All other cash payments and Exploration Expenditures under Section 3.2 are optional at the sole discretion of the Optionee.

Firm Commitments. (a) Each Firm Commitment shall be a binding commitment for the quantities of Product forecasted therein. The quantity of Product specified in any Firm Commitment for delivery to, and purchase by, AAI shall not be less than seventy-five percent (75%) of the quantities forecasted for such calendar quarter when such forecast for such calendar quarter constituted the Firm Forecast. (b) With respect to each Firm Commitment, AAI shall submit to Manufacturer written purchase orders confirming the binding obligation of the Firm Commitment, the quantity of Product ordered, the delivery dates (which delivery dates shall not exceed three (3) times per month and shall not be on a Saturday, Sunday or holiday), and the destinations. AAI shall be obligated to purchase, in accordance with the terms of this Supply Agreement, the Product specified in any purchase orders submitted by AAI to Manufacturer that request for Product to be Manufactured prior to the Product Approval Date. (c) Manufacturer shall be obligated to Manufacture and deliver the specified quantity of Product in accordance with this Section 7.2. Manufacturer will deliver Product within fifteen (15) business days of a delivery date specified pursuant to Section 7.2(b). (d) Notwithstanding the foregoing, in no event shall the Manufacturer be required in any calendar quarter to deliver more than one hundred twenty-five percent (125%) of the quantities in the applicable Firm Forecast, but Manufacturer shall use its commercially reasonable and good faith efforts to deliver quantities in excess of one hundred twenty-five percent (125%) of the applicable Firm Forecast if requested by AAI.

Firm Commitments. The obligation of the Optionee pursuant to paragraphs 5.1(a) is a firm commitment of the Optionee.

Firm Commitments. Notwithstanding clauses 15 (b) and (e) above, in the event a party breaches this Agreement as a result of its failure to fulfill its quarterly firm commitment obligations described on Schedule “1”, the non-breaching party shall not be entitled to terminate this Agreement solely as a result of such breach. Instead, the sole and exclusive remedies for the non-breaching party for such breach shall be limited to its recovery of the damages described on Schedule “1” for the applicable quarter in which the breach occurred.