Commitment to Purchase. Upon all of the terms and subject to all of the conditions of this Agreement, the Company agrees to purchase the Stock and in full payment therefor the Company shall deliver the Purchase Price to the Seller on the Closing Date in immediately available funds.
Commitment to Purchase. Subject to the terms of Section 20 below, Dialysis Center agrees to exclusively purchase Products for all of its dialysis use requirements for erythropoietic agents. Notwithstanding the foregoing, Amgen expressly acknowledges and agrees that Dialysis Center may participate in clinical trials involving the administration of other products for the management of anemia in dialysis patients. Dialysis Center may purchase another brand of recombinant human erythropoietin for its dialysis use requirements only for the time, and only to the extent, that Amgen has notified Dialysis Center’s corporate headquarters in writing that Amgen cannot supply EPOGEN® or Aranesp® within and for the time period reasonably required by Dialysis Center. Any such notification shall be given by Amgen at least thirty (30) days prior to the date on which Amgen will cease supplying EPOGEN® or Aranesp® to Dialysis Center, unless an act or event described in Section 21 of the Agreement, or an order of a regulatory agency or other action arising out of patient safety concerns, requires the giving of shorter notice. In the event that Amgen fails to supply Dialysis Center with EPOGEN® or Aranesp® as ordered (including as a result of force majeure event as described in Section 21), Dialysis Center shall be entitled, at a minimum, to have the same proportion of its purchase orders fulfilled at all times as other purchasers of EPOGEN® or Aranesp® and, upon request, Amgen shall provide written assurances of same to Dialysis Center.
Commitment to Purchase. (a) From time to time, the Seller may present one or more loans for sale to the Purchaser. If the Purchaser determines that such loans meet its eligibility criteria, then the Purchaser and the Seller may execute a Commitment Letter, substantially in the form of Exhibit 2 hereto, setting forth the terms of the sale and delivery of such Qualified Loans, including whether the Qualified Loan is a Covered Loan.
Commitment to Purchase. Distributor’s commitment to purchase Products from CHI shall be limited to Purchase Orders released by Distributor and accepted by CHI pursuant to Section 5. Unless agreed otherwise in writing by the Parties, Distributor shall not be responsible or in any way liable to CHI or any third party with respect to any material commitments or production arrangements in excess of the amounts or in advance of the times necessary to meet Distributor’s delivery schedules set forth in its accepted Purchase Orders.
Commitment to Purchase. (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell and, subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Company contained herein, the Purchasers agree to purchase, the Securities as set forth below.
Commitment to Purchase. RCG agrees to purchase EPOGEN(R) for all of its dialysis use requirements for recombinant human erythropoietin. RCG may purchase another brand of recombinant human erythropoietin for its dialysis use requirements only for the time, and only to the extent, that Amgen has notified RCG's corporate headquarters in writing that Amgen cannot supply EPOGEN(R) within and for the time period reasonably required by RCG.
Commitment to Purchase. (a) Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors contained herein and in the other Financing Documents, the Company may at its option issue and sell, and Purchaser agrees to purchase, Notes in an aggregate principal amount not to exceed $125,000,000. The purchase price for the Notes shall be 100% of the principal amount thereof.
Commitment to Purchase. NMC and Affiliates agrees to purchase EPOGEN(R) for all of its dialysis use requirements in the United States, Puerto Rico and Guam for recombinant human erythropoietin. Amgen agrees to make such EPOGEN(R) available to NMC and Affiliates through its Authorized Wholesalers or directly from Amgen. In addition to other remedies available to NMC and Affiliates, NMC and Affiliates may purchase another brand of recombinant human erythropoietin for its dialysis use requirements in the United States, Puerto Rico and Guam if, and only if, NMC and/or any Affiliates have informed Amgen, in writing, that NMC and Affiliates are unable to acquire sufficient amounts of EPOGEN(R) to meet NMC's and Affiliates' reasonable dialysis use requirements, and Amgen by itself, or through its Authorized Wholesalers, is actually unable to supply NMC and Affiliates with their reasonable dialysis use requirements of EPOGEN(R) within the time period reasonably required by NMC and Affiliates, which, in no event will be less than five (5) business days after Amgen's receipt of NMC's and Affiliates' written notice. If the preceding requirements are met, NMC and Affiliates will only be allowed to purchase another brand of recombinant human erythropoietin for the time period, and to the extent, that Amgen is unable to provide NMC and Affiliates with EPOGEN(R) to meet NMC's and Affiliates' reasonable dialysis use requirements.
Commitment to Purchase. Subject to the terms and conditions of this Agreement, Thermo hereby irrevocably and unconditionally agrees from time to time during the period commencing on April 24, 2006 and ending on the earliest of (a) December 31, 2011, (b) the date on which the Commitment has been reduced to zero pursuant to Section 2.2(a), and (c) the date on which all of the Obligations have been indefeasibly paid in full and the Credit Agreement and all commitments of the Lenders thereunder have been terminated (the "Commitment Period"), to purchase up to 2,061,856 shares of Common Stock at a price of $97.00 per share (the "Purchase Price") for an aggregate Purchase Price of $200,000,000. The number of shares and Purchase Price shall be adjusted proportionately to reflect any split or combination of the Common Stock or any stock dividend on the Common Stock. Any shares of Common Stock purchased pursuant to this Agreement are referred to herein as "Purchased Shares." On June 30, 2006, Thermo purchased 154,640 shares of Common Stock pursuant to the Irrevocable Standby Stock Purchase Agreement as in effect on that date; as a result thereof, on the date hereof the remaining Commitment is 1,907,216 shares of Common Stock to be purchased at an aggregate Purchase Price of $184,999,952.
Commitment to Purchase. Subject to the terms and conditions hereinafter stated, upon the basis of the representations and warranties herein contained of the Purchaser, the Issuer agrees to issue and sell to the Purchaser and, upon the basis of the representations and warranties herein contained of the Issuer, the Purchaser agrees to purchase from the Issuer 140,000 shares of Redeemable Convertible Preferred Stock, Series A, of the Issuer having an aggregate liquidation preference of $14 million (the "Series A Preferred") at $96.00 per share, for an aggregate purchase price of $13.44 million (the "Purchase Price").
