Minimum Purchase Commitments. (a) Within thirty (30) days following the Effective Date, MDT shall issue to the Company a purchase order (the “Initial Order”) for the period from the Effective Date until March 31, 2006 (the “Initial Period”), providing for MDT to purchase pursuant to such purchase order during the Initial Period no fewer than [*] of the Company’s Slide-On™ EndoSheath® System for the CST-2000, [*] with the Company’s catalog No. 08-2101(hereinafter, the “Basic Cysto Sheath”) and no fewer than [*] of the Company’s flexible Cystoscope (catalog No. 08-2201) (the “CST-2000”) at the prices set forth on Annex A (the “Initial Quota”). References in this Section 5.1 to “individual units” of a Product refer to a single unit of such Product and do not refer to a single package that may contain one or more single units that are packaged and sold together under one catalog number. MDT shall be obligated to purchase the Products during the Initial Period according to the delivery schedule set forth on Annex C. The minimum purchase requirements of this Section 5.1 shall only apply to and be satisfied by sales of Products for use and sale within the United States, and shall not apply to or be satisfied by sales of Products for use and sales in Canada.
Minimum Purchase Commitments. Distributor agrees to purchase at least 250,000 Units of Product under this Agreement during each Contract Year. To the extent Distributor purchases more than 250,000 Units in any Contract Year, such excess shall not be counted towards meeting Distributor's minimum purchase commitment in any subsequent Contract Year.
Minimum Purchase Commitments. If the Exclusivity Period is extended beyond the initial period specified in Section 1.24, LumiraDx may require that this Agreement be amended to include [***]. If the parties fail to agree upon such terms prior such date, then at any time thereafter, either party may require that such terms be finally determined by Special Arbitration pursuant to Section 11.4.
Minimum Purchase Commitments. In consideration of the rights granted to it under this Agreement, CDS guarantees that it will use its best commercial efforts to promote and support (including making all reasonable investments in facilities, personnel, equipment and materials) all listed Products and meet the minimum purchases of Products in the quantities (the "Minimum Commitments") and for the time periods (the "Performance Period") set forth in Exhibit B hereto. Exhibit B will be amended from time to time in the case (as contemplated in Section 1.14) of the addition or deletion of Products to Exhibit A and/or the extension of the initial Term of this Agreement by mutual agreement. In determining whether CDS has satisfied the Minimum Purchase Commitment for any given Performance Period, each such Performance Period shall be treated on a separate basis. Any purchases which exceed the minimum Purchase Commitment in any Performance Period may not be applied to offset any deficiencies in the Minimum Purchase Commitment for the prior or subsequent Performance Period, as applicable. Only those purchase orders placed by CDS with GEN-PROBE during any given Performance Period and for which delivery and payment therefor has been made within such Performance Period shall be used to determine whether the Minimum Purchase Commitment has been met. In the event that such purchase order during each Performance Period does not reach the Minimum Purchase Commitment, CDS shall pay to GEN-PROBE sixty percent (60%) of the difference between the actual purchase amount and the Minimum Purchase Commitment.
Minimum Purchase Commitments. 9.1 Subject to Sections 9.3 and 9.4 below, Distributor shall purchase under this Agreement, during FY06, [***] Products having an aggregate purchase price of at least $200,000,000 (US) (the “Annual MPC” for FY06), of which not less than (a) [***] (US) will be purchased in the [***] quarter of [***] ending [***], (b) [***] (US) will be purchased in the [***] quarter of [***] ending [***], (c) [***] (US) will be purchased in the [***] quarter of [***] ending [***], and (d) [***] (US) will be purchased in the [***] quarter of [***] ending [***]. Products purchased using credit memoranda issued under Sections 7.1, 8.3(c) and 8.6 shall not be included for purposes of satisfying the minimum purchase commitments under this Section 9.1, but Products purchased using credit memoranda issued under Section 10.3 will be included. If [***] Products ordered by Distributor are not shipped [***], the delayed Products or the substitute LED Products, as applicable, will be deemed purchased by Distributor [***] solely for the purpose of determining whether the Quarterly MPC has been met, provided that (i) shipment of such Products is not delayed due to any cause attributable to Distributor, (ii) [***], and (iii) in no event shall shipment delays reduce Distributor’s aggregate purchase commitment hereunder. If during any fiscal quarter Distributor purchases more than the Quarterly MPC specified for such fiscal quarter, the excess purchase amount will be applied to reduce Distributor’s quarterly purchase commitments for that fiscal year [***]. If during any fiscal quarter Distributor’s inventory of LED Products meets or exceeds the Inventory Cap and Distributor has not purchased an amount of [***] Products equal to at least fifty percent (50%) of its original Quarterly MPC specified above in this Section 9.1 for such fiscal quarter, Manufacturer has a right to terminate this Agreement in accordance with Section 9.4 below. [***]. After the termination of this Agreement for any reason, Distributor shall have the right to sell LED Products then in its inventory pursuant to terms and conditions determined [***].
Minimum Purchase Commitments. Following the date of the availability of the initial commercial production lot of Kits, Sherwood shall purchase from InnerDyne the minimum quantity of Kits during each of the [* * * * * *] as set forth in Exhibit C attached hereto. [* *] prior to the expiration of the [* * * *] and [* * *] prior to the expiration of each subsequent [* * * *] (a "Subsequent Purchase Period") during the term of this Agreement, Sherwood and InnerDyne [* * * * * * *]. The parties hereby agree that [* * * * * * * * * *] shall have the option [***]. In the event that InnerDyne does not receive [* * * * * *], the minimum quantity of Kits to be purchased by Sherwood during such Subsequent Purchase Period shall be deemed to be [* * *].
Minimum Purchase Commitments. If MDTX fails to purchase, during each 12-month period set forth on Annex F (each such period, a “Quota Period”), the number of Scope Products as set forth on Annex F for such Quota Period and such failure has not been cured within thirty (30) days after the Company has furnished to MDTX a written notice of such failure, then the Company shall have the right and option, in its sole discretion, and as its sole and exclusive remedy, to (x) terminate the exclusivity of this Agreement upon written notice to MDTX or (y) terminate this Agreement upon written notice to MDTX.
Minimum Purchase Commitments. (a) Within thirty (30) days following the Effective Date, MDTX shall issue to the Company a purchase order for the first twelve months following the Effective Date (the “Initial Period”), providing for MDTX to purchase pursuant to such purchase order during the Initial Period no fewer than [*]of the Company’s Slide-On Sheath with the Company’s catalog number 22-xxxx (hereinafter, the “Basic ENT Sheath”) at a price of [*] per individual unit, and no fewer than [*] of the Company’s ENT—2000 Nasopharyngo-Laryngoscope (catalog no. 02-2302) at a price of [*] per unit, of which [*] of such flexible scopes shall be purchased by MDTX pursuant to Section 4.1(h)(ii) at a [*] (the “Initial Quota”). References in this Section 5.1 to “individual units” of a Product refer to a single unit of such Product and do not refer to a single package that may contain one or more single units that are packaged and sold together under one catalog number. MDTX shall be obligated to purchase the Products during the Initial Period according to the delivery schedule set forth on Annex C. The minimum purchase requirements of this Section 5.1 shall only apply to and be satisfied by sales of Products for use and sale within the United States, and shall not apply to or be satisfied by sales of Products for use and sales in Canada.
Minimum Purchase Commitments. During each Calendar Year during the Term of this Agreement, Aclaris agrees to purchase from Xxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxx agrees to sell to Aclaris a quantity of Drug Product constituting no less than the annual minimum number of units of Drug Product as provided in Appendix 3 of this Agreement (“Minimum Purchase Commitment”). If it becomes evident, during any given Calendar Year during the Term of this Agreement, that Aclaris will not be able to purchase the Minimum Purchase Commitment, Aclaris shall promptly notify Xxxxx Xxxxxxxxx, in writing, and both parties shall meet in person or by phone to discuss in good faith an acceptable resolution, including but not limited to, a modification to the Minimum Purchase Commitment. Notwithstanding the foregoing, if Aclaris does not purchase the Minimum Purchase Commitment from Xxxxx Xxxxxxxxx during any given Calendar Year during the Term of this Agreement, Xxxxx Xxxxxxxxx, upon sixty (60) Business Days prior written notice to Aclaris, may, at Xxxxx Xxxxxxxxx’x discretion, notify Aclaris that Xxxxx Xxxxxxxxx’x obligation to exclusively Manufacture the Drug Product for Aclaris pursuant to section 2 of this Agreement shall be converted, immediately, to a nonexclusive obligation to Manufacture the Drug Product for Aclaris in accordance with the terms of this Agreement.
Minimum Purchase Commitments. The Master Marketer covenants and agrees to purchase, or market, during the first three contract years of the Term of this Agreement, an aggregate minimum of 125 million Bottles as specified in Schedule B. The Master Marketer further acknowledges and agrees that the Agreement may be terminated at the option of the Vendor upon notice to the Master Marketer upon the completion of the fourth Contract Year in the event that the sum of Bottles ordered by purchase orders received during the fourth Contract Year does not exceed 200 million Bottles. The Master Marketer further acknowledges and agrees that the Agreement may be terminated at the option of the Vendor upon notice to the Master Marketer upon the completion of the sixth (6th) month of the fifth (5th) Contract Year in the event that the sum of Bottles ordered by purchase orders received during the first six (6) month period of the fifth Contract Year does not exceed 200 million Bottles.
