Commitment to Purchase Clause Samples

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) 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. (b) The Commitment will terminate on the earliest of (i) the termination of the Purchase Agreement in accordance with the terms thereof prior to the consummation of the Acquisition, (ii) the delivery by the Company of a notice of termination of Purchaser's Commitment obligation, (iii) the consummation of the Acquisition (if such date occurs prior to the date of the first Takedown), (iv) the date on which Holdings or any of its Subsidiaries commences the marketing of any securities with respect to which DLJSC or any of its Affiliates is not the sole manager or agent or lead underwriter, as the case may be and (v) March 31, 1998 (such earliest date, the "Expiration Date"); provided that if at any time on or after the date hereof an Event of Default shall have occurred and be continuing, Purchaser may at its option terminate the Commitment by notice to the Company, such termination to be effective upon the giving of such notice; and provided further that the Commitment shall automatically terminate, without notice to the Company or any other action on the part of Purchaser, upon the occurrence of any of the events specified in Sections 7.01(e) and 7.01(f) with respect to the Company.

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. 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. Customer hereby commits to purchase the [****] Ports from ▇▇▇▇▇ ▇ for the period commencing on January 1, 2005 and continuing through December 31, 2005 (the “Amendment Term”). In addition, Customer hereby orders, and Level 3 hereby agrees to provide, the additional ports in the locations described in Exhibit B attached hereto (the “Additional Ports”). Such Additional Ports shall be delivered in accordance with Section 1.2 of the Agreement and Customer shall maintain the Additional Ports through end of the Amendment Term. Customer’s commitment to purchase the [****] Ports and the Additional Ports shall be incremental to the Port Commitment set forth in the Agreement. For all [****] Ports and Additional Ports set forth in Exhibits A and B, Level 3 shall maintain and enable the existing access numbers for the corresponding port location, Level 3 shall provision the Additional Ports no later than May 31, 2005.

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. (b) The execution of a Commitment Letter by the Seller and the Purchaser with respect to a Qualified Loan shall obligate the Seller to deliver, and shall obligate the Purchaser to pay for, the related Qualified Loan. In the event the Seller does not deliver a Qualified Loan on the related Sale Date, or in the event the Purchaser does not pay for a Qualified Loan on the related Sale Date, then the defaulting party shall be liable to the non-defaulting party for proven monetary damages (if any) available to it under applicable law. (c) Upon execution of a Commitment Letter as set forth in Section 2.01(b), the Seller shall sell, and the Purchaser shall purchase, on the terms and conditions stated herein and in the related Commitment Letter, without recourse, except as specifically set forth herein, all of the Seller’s right, title and interest in, to and under Qualified Loans, as set forth in such Commitment Letter. (d) The terms and conditions set forth in the Commitment Letter with respect to each Qualified Loan and Sale Date shall be incorporated herein. In the event of any conflict between the terms of this Master Agreement and the related Commitment Letter, the Commitment Letter shall control.

Commitment to Purchase. NMC and Affiliates agrees to purchase EPOGEN(R) for all of its dialysis use requirements in the United States and Puerto Rico for recombinant human erythropoietin. Amgen agrees to make such EPOGEN(R) available to NMC and Affiliates through its Authorized Wholesalers. 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 and Puerto Rico if, and only if, NMC and 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 shall 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 shall 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. Procaps shall purchase all Compound that Galectin Therapeutics produces based on Product Orders submitted by Procaps under this Agreement.

Commitment to Purchase. Dialysis Center agrees to purchase EPOGEN(R) for all of its dialysis use requirements for recombinant human erythropoietin, and Amgen agrees to supply through Authorized Wholesalers all orders as placed by Dialysis Center. 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(R) within and for the time period reasonably required by Dialysis Center. Any such notification shall be given by Amgen at least 30 days prior to the date on which Amgen will cease supplying EPOGEN(R) to Dialysis Center, unless an act or event described in Section 16 below, or an order of a regulatory agency or other action arising out of patient safety concerns, requires the giving of shorter notice. [DELETED].