Binding Purchase Orders Sample Clauses

Binding Purchase Orders. At least ninety (90) days prior to the date on which Adams desires to have Drug Product delivered, and together with each xxxxxast referenced in Section 4.1, an authorized representative of Adams shall furnish to Cardinal a binding purchase order (each, a "PUXXXXXE ORDER") for the quantity (specified in terms of a whole number of Batches not less than an amount agreed upon in writing in good faith for each Drug Product) of Drug Products which Adams shall purchase and Cardinal shall deliver. Cardinal shall, withxx xxve (5) business days after its receipt of such Purchase Order, acknowledge such receipt and confirm that the Purchase Order can be supplied. Should Cardinal fail to do so, then the Purchase Order shall be deemed to have been accepted by Cardinal. Each such Purchase Order shall designate the quantity of Drug Products ordered and the date by which Cardinal must deliver the Drug Products to Adams.
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Binding Purchase Orders. At the First Closing and with each Binding Forecast referenced in Section 2.2 hereof, Buyer shall furnish to Supplier a binding purchase order (each, a “Purchase Order”) for the quantity of the Products which Buyer shall purchase and Supplier shall deliver in accordance with the most recent Binding Forecast and this Agreement. Supplier shall acknowledge receipt of such Purchase Order. Each such Purchase Order shall designate the quantity of the Products ordered, taking into consideration the fact that all Purchase Orders must be for one or more full batches (each a “Batch”). A Batch of 8% Product, as identified on Exhibit 1.1, is approximately 610,000 individual applicators, provided however, that production yields may vary, and a yield of between 580,000 and 620,000 individual applicators will be considered an 8% Product Batch. A Batch of 4% Product, as identified on Exhibit 1.1, is approximately 150,000 individual applicators, provided however, that production yields may vary, and a yield of between 140,000 and 160,000 individual applicators will be considered a 4% Product Batch. The initial Purchase Order(s) shall first be filled by utilizing Supplier’s inventory on hand (other than Inventory), including finished goods and in-transit and in-process inventory of Supplier, labeled with the name and NDC number of Supplier, until exhausted. Each Purchase Order shall specify a delivery date for the ordered Product no earlier than ninety (90) days following Supplier’s receipt of the Purchase Order.
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Binding Purchase Orders. At the Closing and with each Binding Forecast referenced in Section 2.2 hereof, an authorized representative of LDS shall furnish to Columbia a binding purchase order (each, a "PURCHASE ORDER") for the quantity of the Products by country which LDS shall purchase and Columbia shall deliver. Columbia shall acknowledge receipt of such Purchase Order and confirm that the Purchase Order can be supplied. Each such Purchase Order shall designate the quantity of the Products ordered by country, taking into consideration the fact that only full batch quantities may be ordered, production yields may vary, and full batch quantities may consist of more or less than the specified number of units.
Sample 1
Binding Purchase Orders. CyDex agrees to supply ordered Product in a quantity up to a maximum of 150% (per calendar quarter) of the quantity specified in the Forecast and shall also utilize commercially reasonable efforts to supply any requested additional Product in excess of those (150%) quantities in the timeline requested by Gilead. Gilead shall from time to time provide CyDex purchase orders for the Product quantity required to meet Gilead’s production schedule, and each such purchase order shall constitute a firm and binding commitment by Gilead to purchase from CyDex such ordered quantities. For each such purchase order, CyDex shall be required to deliver at least the minimum monthly delivery quantities set forth under “Product Delivery” of Exhibit A-2 during the corresponding delivery window. If Gilead requests more than the quantities set forth for each delivery window in Exhibit A-2, CyDex shall have fourteen (14) days from the receipt of a purchase order from Gilead to provide Gilead written confirmation of its receipt and acceptance or rejection (to the extent provided herein) of such purchase order.
Sample 1
Binding Purchase Orders. (i) If, in any rolling twelve (12) month forecast provided under Scope #1 or any subsequent Scope, no Drug Substance is forecast to be manufactured in any of the fourth (4th), fifth (5th) and sixth (6th) months of such rolling twelve (12) month forecast, then such forecast of Drug Substance for such fourth (4th), fifth (5th) and sixth (6th) months shall be firm and binding on Biotest and Nabi, and constitute a Binding Portion of such Forecast. Each rolling twelve (12) month forecast. Each subsequent rolling twelve (12) month forecast delivered under Scope #1 and any subsequent Scope shall continue to reflect, without alteration, any Binding Portions of any forecast amounts of Drug Substance.
Sample 1
Binding Purchase Orders. At least ninety (90) days prior to the date on which Xxxxx desires to have Drug Product delivered, and together with each forecast referenced in Section 4.1, an authorized representative of Xxxxx shall furnish to Cardinal a binding purchase order (each, a "PURCHASE ORDER") for the quantity (specified in terms of a whole number of Batches not less than an amount agreed upon in writing in good faith for each Drug Product) of Drug Products which Xxxxx shall purchase and Cardinal shall deliver. Cardinal shall, within five (5) business days after its receipt of such Purchase Order, acknowledge such receipt and confirm that the Purchase Order can be supplied. Should Cardinal fail to do so, then the Purchase Order shall be deemed to have been accepted by Cardinal. Each such Purchase Order shall designate the quantity of Drug Products ordered and the date by which Cardinal must deliver the Drug Products to Xxxxx.
Sample 1
Binding Purchase Orders. Company shall provide a written binding purchase order (each, an “Order”) to BRAHMS for each Licensed Product ordered, specifying the quantities of each such Licensed Product ordered in the Order, [ * ] prior to the requested delivery date. BRAHMS shall confirm acceptance of the Order and delivery date (which shall not be later than the requested date to the extent conforming with the foregoing) within [ * ] of the receipt of each purchase Order. BRAHMS shall supply to Company with the quantities Licensed Product ordered in an Order (up to an amount that does not exceed (when combined with the quantities of such Licensed Product ordered in other Orders submitted in the same [ * ]) the total quantity of such Licensed Product forecasted to be ordered in such [ * ] in the most-recent Forecast amount by [ * ]. Company understands and acknowledges that BRAHMS has no obligation hereunder to affect a rapid response to a demand by Company[ * ]. Notwithstanding the above, BRAHMS will make reasonable efforts to supply excessive amounts of Licensed Product ordered, within a reasonable timeframe.
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Binding Purchase Orders. Unless expressly agreed to in writing by the Parties, no additional or different terms or conditions contained in any quotation, sales order, acknowledgement form, purchase order or other communication from the Seller or the Buyer shall be binding upon either the Party. To the extent that there is a conflict among the terms and conditions of this Agreement, any Buyer purchase order and any Seller Order Acknowledgement, the terms of this Agreement shall apply.
Sample 1

Related to Binding Purchase Orders

  • Execution, Delivery; Valid and Binding Agreement The authorization, execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which either the Depositor or the Depositor Eligible Lender Trustee is a party or by which either is bound or constitute a default thereunder; neither the Depositor nor the Depositor Eligible Lender Trustee is a party to or bound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of either the Depositor or the Depositor Eligible Lender Trustee to perform its respective obligations under this Agreement. This Agreement constitutes a valid and binding obligation of each of the Depositor and the Depositor Eligible Lender Trustee enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and no consent, approval or authorization is required in connection with the consummation of the transactions herein contemplated, except for those that have been obtained.

  • Binding Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

  • Binding Agreements This Agreement and the other Financing Documents executed and delivered by the Borrowers have been properly executed and delivered and constitute the valid and legally binding obligations of the Borrowers and are fully enforceable against each of the Borrowers in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties, and general principles of equity regardless of whether applied in a proceeding in equity or at law.

  • Valid and Binding Agreement This Agreement has been duly executed and delivered by Buyer and constitutes, and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Buyer, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

  • Authorization; Binding Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.

  • Authority; Binding Agreement Stockholder has the legal power and authority to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Stockholder of this Agreement, the performance by Stockholder of Stockholder’s obligations hereunder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by Stockholder and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery by Stockholder of this Agreement, the performance by Stockholder of Stockholder’s obligations hereunder or thereunder or the consummation by Stockholder of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitute a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with their respective terms except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

  • Authorization, Execution and Delivery Valid and Binding This Agreement and all other Transaction Documents and instruments required or contemplated hereby to be executed and delivered by it have been duly authorized, executed and delivered by it and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against it in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or dissolution, as applicable, of it and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of its interest in the Timeshare Loans to the Depositor or, in the event of the characterization of any such transfer as a loan, the valid creation of a first priority perfected security interest in such Timeshare Loans in favor of the Depositor.

  • Valid and Binding Agreements The Operative Agreements to which Owner is a party have been duly authorized, executed and delivered by Owner and, assuming the due authorization, execution and delivery thereof by the other party or parties thereto, constitute the legal, valid and binding obligations of Owner and are enforceable against Owner in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.

  • Assignment; Binding Agreement Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

  • Power; Binding Agreement Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.

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