Common use of Minimum Purchases Clause in Contracts

Minimum Purchases. 8.1 The minimum purchases orders to be placed by Distributor during each calendar year period during the term of this Agreement, commencing with the 2011 year, are as follows: (a) During the year of 2011 - purchase orders for two hundred fifty (250) controllers of the Suntracker units. (b) During the year of 2012 - purchase orders for Three hundred fifty (350) controllers of the Suntracker units. (c) During any calendar year thereafter, the minimum number of purchase orders shall increase by five (5) percent per each calendar year. 8.2 Either party shall be entitled to terminate this Agreement as provided in Article 11 in the event that the quantity of Products ordered from Corporation by Distributor in Territory has not reached the target as set forth above (subject to the provisions of Article 8.3 below), during each period, provided that any such termination shall be effected by a written notice of sixty (60) days, to be delivered to the other party, within thirty (30) days after the expiration of the relevant calendar year, as aforesaid. 8.3 It is further agreed and understood that any orders for Products from the Corporation, in excess of the relevant minimum purchase quantities set forth above, shall be carried over to the following period/s and shall be taken into account for the purpose of computing the relevant minimum purchase quantities ordered from the Corporation during any such subsequent period/s. Any quantity which is carried over to a subsequent period, as aforesaid, shall be also taken into account in calculating orders of Products in excess of the minimum purchase quantities during such period, for the purposes of this Sub-Article but such amount may only be carried forward for one subsequent period and not more. Ciralight Global, Inc. International Distribution Agreement 8.4 For the sake of clarity, in the event of failure of Distributor to comply with the minimum purchase quantities set forth above resulting from any act, omission or breach of this Agreement by Corporation, Corporation shall not be entitled to terminate this Agreement. 8.5 For the sake of clarity, it is agreed and understood that the Corporation shall not be entitled to any damages and/or compensation whatsoever, in the event that the Distributor fails to purchase the minimum purchase quantities pursuant to the terms of this Article 8 and that the only remedy available to the Corporation with respect to any such failure is the right to terminate this Agreement in accordance with the terms set forth herein.

Minimum Purchases. 8.1 The During each one-month and one-year (or, in the case of Year 1, 18-month) period following the Approval Date, TEAMM shall (1) take delivery of at least the minimum purchases orders to be placed by Distributor during each calendar year period monthly and annual amounts of Products described on Exhibit I during the term relevant time periods described on Exhibit I and (2) place Orders under this Agreement reasonably sufficient to provide for such delivery, provided that in the event that a third party’s introduction to the market of a functionally and materially superior competitive product subsequent to the execution of this AgreementAgreement prevents TEAMM from satisfying its obligations under this Section 6.6(b), commencing with the 2011 yearTEAMM and Respirics agree to review Exhibit I and make reasonable, are as follows: (a) During the year of 2011 - purchase orders for two hundred fifty (250) controllers of the Suntracker units. (b) During the year of 2012 - purchase orders for Three hundred fifty (350) controllers of the Suntracker units. (c) During any calendar year thereafter, good faith adjustments to the minimum number requirements included therein if and as necessitated thereby, further provided that Respirics shall not be obligated to make or agree to any such adjustments in the event TEAMM has not dedicated financial, human, and other resources reasonably sufficient, consistent with pharmaceutical and medical device industry standards, to generate sales as required by Section 3.3 and reasonably sufficient to enable TEAMM to satisfy its obligations under this Section 6.6(b). Notwithstanding the foregoing, and subject to the second paragraph of purchase orders shall increase by five (5this Section 6.6(b), if TEAMM fails to take delivery of at least the minimum annual or monthly amount of total Products required for a particular annual or monthly period, as described on Exhibit I as it may be adjusted from time to time, or place Orders under this Agreement reasonably sufficient to provide for such delivery, TEAMM shall, in either case, be in breach of this Section 6.6(b) percent per each calendar year. 8.2 Either party and, in addition to and without limiting any legal or equitable remedies Respirics may have for such breach, Respirics shall be entitled to immediately terminate this Agreement as provided in Article 11 or its exclusivity, and/or enter into alternative distribution agreements in the event that Territory. For purposes of this Section 6.6(b), “annual” shall mean, with respect solely to Year 1 on Exhibit I, the quantity 18 month period constituting Year 1, as described on Exhibit I; “annual” shall, in all other cases, refer to the appropriate one year period. Notwithstanding the foregoing, if TEAMM fails to take delivery of the minimum annual amount of Products ordered required for Year 1 as described on Exhibit I or place Orders under this Agreement reasonably sufficient to provide for such delivery, TEAMM shall have a three (3) month grace period from Corporation by Distributor in Territory has not reached the target as set forth above end of Year 1 to take delivery of the remaining required annual amount of Products for Year 1 (subject to the provisions of Article 8.3 below“Shortage”), during each period, provided that any such termination shall be effected by (i) TEAMM takes delivery of a written notice total number of sixty Products during the first three (603) days, months of Year 2 equal to be delivered to the other party, within thirty (30) days after the expiration of the relevant calendar year, as aforesaid. 8.3 It is further agreed and understood that any orders for Products from the Corporation, or in excess of the relevant minimum purchase quantities set forth abovesum of the Shortage plus *, shall be carried over (ii) TEAMM takes delivery of a combined total of at least * Products during Year 1 and Year 2, and, in each case, (iii) TEAMM places Orders under this Agreement reasonably sufficient to provide for such delivery. For example, based on Exhibit I’s figures, if TEAMM takes delivery of only * Products during Year 1 (the following period/s applicable Shortage in such case being * Products), it may avoid termination and shall be taken into account breach under this provision by (i) taking delivery of at least * Products during the first three (3) months of Year 2, (ii) taking delivery of a total of at least * Products during Year 2, and, in each case, (iii) placing Orders under this Agreement reasonably sufficient to provide for such delivery. In the purpose event TEAMM does not take delivery during Year 1 of computing the relevant minimum purchase quantities ordered from the Corporation during any such subsequent period/s. Any quantity which is carried over to a subsequent period, as aforesaid, shall be also taken into account in calculating orders required annual amount of Products indicated for Year 1 on Exhibit I or place Orders under this Agreement reasonably sufficient to provide for such delivery, if TEAMM does not (i) take delivery of a combined total aggregate of at least * units of Product during Year 1 and Year 2, (ii) take delivery of a total number of Products equal to or in excess of the minimum purchase quantities sum of * plus the Shortage during such periodthe first three (3) months of Year 2, for the purposes of this Sub-Article but such amount may only be carried forward for one subsequent period and not more. Ciralight Global, Inc. International Distribution Agreement 8.4 For the sake of clarityand, in the event of failure of Distributor either case, (iii) place Orders under this Agreement reasonably sufficient to comply with the minimum purchase quantities set forth above resulting from any actprovide for such delivery, omission or TEAMM shall be in breach of this Agreement by CorporationSection 6.6(b) and, Corporation in addition to and without limiting any legal or equitable remedies Respirics may have for such breach, Respirics shall not be entitled to immediately terminate this Agreement. 8.5 For the sake of clarity, it is agreed or its exclusivity, and understood that the Corporation shall not be entitled to any damages and/or compensation whatsoever, enter into alternative distribution agreements in the event that the Distributor fails to purchase the minimum purchase quantities pursuant to the terms of this Article 8 and that the only remedy available to the Corporation with respect to any such failure is the right to terminate this Agreement in accordance with the terms set forth hereinTerritory.