Common use of Maximum Distribution Commitment Clause in Contracts

Maximum Distribution Commitment. a) Notwithstanding anything to the contrary, in no event shall any payments be owed, due or payable to Distributor for [ *** ] in connection with this Agreement, nor shall Google have any obligations to Distributor regarding the Products once Google has paid Distributor, in excess of thirteen million five hundred thousand dollars (US$13,500,000) ("Maximum Distribution Commitment"), the date upon which the requisite number of [ *** ] has occurred to achieve the Maximum Distribution Commitment to be defined as "Maximum Distribution Date." For purposes of clarification, the foregoing sentence shall not relieve Google of any payment obligations that have accrued prior to the achievement of the Maximum Distribution Commitment. Google shall have the right, at its sole option, to increase the Maximum Distribution Commitment from time to time. [ *** ]. b) If both parties reasonably determine, [ *** ], that the Maximum Distribution Date will occur [ *** ], and, within [ *** ] of such determination, [ *** ] notifies [ *** ] the Maximum Distribution Commitment in order to [ *** ] through [ *** ], then [ *** ] may, within [ *** ] of receiving [ *** ] notification: (i) [ *** ]; and (ii) [ *** ] prior to [ *** ] of this Agreement. In the event [ *** ] with any [ *** ], then, beginning in the [ *** ] the [ *** ] with the [ *** ]: (1) notwithstanding anything to the contrary herein, Google shall have no further obligation to pay Distributor [ *** ], but shall only pay Distributor the [ *** ] for such [ *** ]; and (2) no such bundles shall include any Products. c) Notwithstanding anything to the contrary, in no event shall any payments be owed, due or payable to Distributor for [ *** ]

Appears in 2 contracts

Sources: Promotion and Distribution Agreement (Divx Inc), Promotion and Distribution Agreement (Divx Inc)