Forecasts Clause Samples

Forecasts. The Consolidated forecasted balance sheets, statements of income and statements of cash flows of the Parent Guarantor and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(a)(x) or 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent Guarantor’s best estimate of its future financial performance.

Forecasts. Commencing at least thirty (30) days prior to the anticipated Commercial Operation Date and continuing throughout the Term, Seller shall update and deliver to Buyer on a monthly basis and in a form reasonably acceptable to Buyer, twelve (12) month rolling forecasts of Energy production by the Facility, which forecasts shall be prepared in good faith and in accordance with Good Utility Practice based on historical performance, maintenance schedules, Seller’s generation projections and other relevant data and considerations. Any notable changes from prior forecasts or historical energy delivery shall be noted and an explanation provided. The provisions of this section are in addition to Seller’s requirements under ISO-NE Rules and ISO-NE Practices, including ISO-NE Operating Procedure No. 5.

Forecasts. On or prior to the tenth (10th) Business Day of each Calendar Quarter during the Term, Licensee will provide the Licensor with a non-binding written forecast of estimated quantities of Product that the Licensee anticipates ordering from the Licensor during the next twenty-four (24) month period commencing upon the following Calendar Quarter (the "Forecast"). In order to assist in the planning of production runs for the Products, Licensee will provide an initial Forecast to Licensor within thirty (30) days following the execution of this Agreement (the "Initial Forecast"), which Initial Forecast shall only be effective upon mutual agreement of the Parties (provided that, neither Party may withhold agreement to an Initial Forecast that provides for an order quantity that falls within the range of 150,000 Units to 250,000 Units of Product for the first twelve (12) months of such forecast). The Initial Forecast will be updated on or prior to the tenth (10th) Business Day of each following Calendar Quarter and such updated Forecast in accordance with this Section 5.1 will be promptly delivered to the Licensor by the Licensee. The quantity of Product set forth in the first twelve (12) months of a Forecast for a particular Calendar Year shall not decrease by [***] ([***]%) percent, or increase by more than [***]percent ([***]%), from the original Forecast in which such Calendar Year was first included, unless agreed to in writing by the Parties (the "Annual Variation Limit"). The first three (3) months of each such Forecast (the "Firm Order Period") shall be binding on Licensee. The remaining twenty-one (21) months of each such Forecast shall be non-binding estimates for planning purposes. The Licensee will forecast the volume of Products comprising full batch and in multiples of batch quantities, as such quantities are set forth on Schedule 8.1. Each Forecast will be made by the Licensee in good faith, taking into account reasonable projections of demand for the Products including, without limitation, demand in line with prescription trends, and allowing for reasonable safety stock. The Licensor shall use its Commercially Reasonable Efforts to ensure sufficient manufacturing capacity to meet the Forecast.

Forecasts. No later than [ …***…] before the first day of the first calendar quarter in which Equillium in good faith anticipates it will first require Clinical Material (“Initial Quarter”), Equillium shall provide Biocon with an initial written forecast of its requirements of Clinical Material for the […***…]-calendar quarter periods beginning on the first day of the Initial Quarter (the “Initial Forecast”). On or before the first day of each calendar quarter after delivery of the Initial Forecast during the Term, Equillium shall provide Biocon an updated rolling, forecast of the quantities of Clinical Material that Equillium expects to order during each calendar quarter of the subsequent […***…]-calendar quarter periods commencing with the calendar quarter in which such forecast is provided (each, a “Forecast”). Such Forecasts (including the Initial Forecast) represent Equillium’s reasonable estimates of the quantity of Clinical Material it may require during the applicable […***…]-calendar quarter period. Such Forecasts (including the Initial Forecast) are provided for the convenience of Biocon only and shall not constitute commitments by Equillium to purchase any quantity of Clinical Material; provided, however, that, Equillium shall place binding purchase orders for at least the quantity of Clinical Material specified in the first […***…] calendar quarter periods of each Forecast, including the Initial Forecast (such specified quantity, the “Binding Forecast”); it being understood and agreed that, once a calendar quarter period is included in any Binding Forecast, that forecasted amount for such calendar quarter period may not be changed in any subsequent Binding Forecast submitted to Biocon. Each Forecast shall therefore add an additional binding calendar quarter period, but not revise the preceding binding calendar quarter periods.

Forecasts. (a) The Purchaser may provide the Supplier with order forecasts setting out the Purchaser’s need of Products during the time period set forth in this Purchase Agreement (the “Order Forecast”). The Supplier shall use its best efforts to maintain sufficient manufacturing capacity and stock of the Products to meet the requirements set out in the Order Forecast. (b) Order Forecasts shall not be binding on the Purchaser or give rise to any liability or obligation of the Purchaser to place any Orders for any Products, nor form any commitment to purchase a specific volume of the Products, or any part or material used to manufacture the Products. In addition, no Order Forecast shall give rise to any liability for the Purchaser due to the Supplier’s cost for stocking, etc.

Forecasts. Within 90 days (or 120 days for the first fiscal year ending after the Closing Date) after the close of each fiscal year of Lead Borrower, in each case, ending after the Closing Date, a reasonably detailed annual forecast (including projected statements of income, sources and uses of cash and balance sheets for Lead Borrower and its Subsidiaries on a consolidated basis), prepared on a quarter-by-quarter basis for such fiscal year and including a discussion of the principal assumptions upon which such forecast is based (it being agreed that such annual forecasts shall not be provided to Public-▇▇▇▇▇▇).

Forecasts. Each Day during the Term commencing on the Commercial Operations Date, Seller shall submit to Company Seller's Day‑ahead hourly forecasts of the Facility's Actual Output produced by a commercially available forecasting service or by the Seller's documented methodology (i.e., climatology, persistence forecasting) for providing a forecast for the Facility's Actual Output for the next 24 hour period. Hourly Day‑ahead forecasts shall be submitted to Company by 1200 Hawai‘i Standard Time on each Day immediately preceding a Day on which electric energy from the Facility is to be delivered. Seller shall provide Company with an hourly forecast of Actual Output for each hour of the next Day. Seller shall update such forecast and provide unit availability updates any time information becomes available indicating a change in the forecast of Actual Output from the Facility. The forecasts called for by this Agreement shall be substantially in the form reasonably requested by Company.

Forecasts. Any forecasts provided by HP shall not constitute a commitment of any type by HP.

Forecasts. The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable.