Product Allocation and Purchase Sample Clauses

Product Allocation and Purchase. Vendor agrees to sell the Products to CVS, and CVS agrees to purchase the Products from Vendor, subject to the terms and conditions in this Agreement. LumiraDx commits to make a minimum monthly quantity of the Products available for CVS to purchase as set forth in Exhibit A, as it may be amended from time to time by mutual agreement of the parties. CVS is not obligated to make any minimum purchases under this Agreement. An initial purchase order for Products shall be placed within [***] of receipt by Vendor of the EUA FDA Approval for the SARS-COV antigen test. CVS warrants that it will not utilize any Products purchased prior to Vendor obtaining the necessary EUA FDA Approval. For purposes of this Agreement, “Business Day” means any day that the New York Stock Exchange is open for trading. Thereafter, [***] prior to the end of each month, CVS shall place a confirmatory purchase order for the following month identifying the number of LumiraDx Instruments, COVID-19 Test Strips and/or Ancillary Equipment it desires to purchase. If CVS shall fail to place such confirmatory purchase order, or such order for the LumiraDx Instruments or COVID-19 Test Strips is for quantities less than the monthly allocation listed on Exhibit A, CVS shall not be entitled to such monthly allocation explicitly tied to such Product type for that month and LumiraDx shall have no obligation to ensure that any shortfall on such purchase order shall roll over and be added to the allocation for the subsequent month. Should CVS fail to place any confirmatory purchase order for a consecutive [***] period for the LumiraDx Instruments or the COVID-19 Test Strips, then Vendor and CVS shall adjust the allocation for such Product as set forth on Exhibit A. For the avoidance of doubt and by way of example, CVS’s failure to place a purchase order for the LumiraDx Instruments shall only extinguish CVS’s entitlement to the corresponding LumiraDx Instruments and shall not modify, remove, nor diminish CVS’s entitlement to the allocated COVID-19 Test Strips, or vice-versa, as long as such purchase order was placed. CVS shall not be obligated to order or accept any LumiraDx Instrument where the COVID-19 Test Strip allocation is less than [***] COVID-19 Test Strips per month per LumiraDx Instrument. Vendor may, subject to availability, make available additional quantities of Products for CVS to purchase, but unless such confirmatory purchase orders are placed timely, Vendor shall not be required to hold...
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Product Allocation and Purchase. “CVS will submit purchase orders for Combination Test Strips on an as needed basis.”
Sample 1
Product Allocation and Purchase. “CVS shall have the option to upgrade up to [***] unused COVID-19 Test Strip kits (or the equivalent of [***] tests) for replacement by Vendor with new Combination Test Strips. CVS shall pay Vendor an upgrade fee of $[***] per test and return the unused COVID-19 Test Strips. The Parties agree to negotiate in good faith to determine a commercially reasonable replacement procedure and to consider accepting additional returns over [***] kits, if applicable.”
Sample 1

Related to Product Allocation and Purchase

  • Risk Allocation The Product is Regulatorily Continuing.

  • COSTS DISTRIBUTED THROUGH COUNTYWIDE COST ALLOCATIONS The indirect overhead and support service costs listed in Schedule A (attached) are formally approved as actual costs for the 2012-13 fiscal year and as estimated costs for the 2014-15 fiscal year on a "fixed with carry-forward" basis. These costs may be included as part of the costs of the county departments indicated effective July 1, 2014, for further allocation to federal grants and contracts performed by the respective county departments.

  • Payment Allocation Subject to applicable law, your payments may be applied to what you owe the Credit Union in any manner the Credit Union chooses. However, in every case, in the event you make a payment in excess of the required minimum periodic payment, the Credit Union will allocate the excess amount first to the balance with the highest annual percentage rate and any remaining portion to the other balances in descending order based on applicable annual percentage rate.

  • Cost Allocation Cost allocation of Generator Interconnection Related Upgrades shall be in accordance with Schedule 11 of Section II of the Tariff.

  • Collection Allocation Mechanism On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and obligations in respect of a single Class of Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each LC Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

  • Termination for Non-Allocation of Funds 4.17.2 Renegotiate the Contract under the revised funding conditions; or

  • Additional Allocation Provisions Notwithstanding the foregoing provisions of this Article 6:

  • Additional Wet Weather Procedure 14.15.1 Remaining On Site Where, because of wet weather, the employees are prevented from working:

  • Purchase Price Allocation (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value.

  • Other Allocation Provisions Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

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