Bead Shortfall Sample Clauses

Bead Shortfall. For the avoidance of doubt DiaCarta shall at all times be obligated to achieve the applicable Minimum Bead Purchases for each Calendar Year. In the event that by November 1 of a Calendar Year, DiaCarta’s actual purchases of Beads (for shipment in the same Calendar Year) are less than the applicable Minimum Bead Purchases for such Calendar Year (“Bead Shortfall”), (i) Luminex shall provide DiaCarta with written notification of such Bead Shortfall; (ii) by November 15 of such Calendar Year, DiaCarta shall submit to Luminex an irrevocable purchase order for Beads that is ..equivalent to the Bead Shortfall and that contains shipment dates no later than December 15 of such Calendar Year; (iii) Luminex shall invoice DiaCarta for such purchase order; and (iv) Luminex shall ship the Beads ordered on the purchase order. Failure to achieve the applicable Minimum Bead Purchases shall be deemed a material breach of the Agreement. This document contains confidential information and cannot be shared in any format with any third party without the written permission of Luminex Corporation.