Common use of Purchase Minimums Clause in Contracts

Purchase Minimums. 3.7.1 CryoLife agrees to the Minimum Annual Purchase Requirements set forth on Schedule 3.7, as same may be adjusted pursuant to this Agreement. 3.7.2 The Parties acknowledge and agree that the Minimum Purchase Amounts are based on SMI’s current sales potential of the Products in the Territory and therefore, SMI represents and warrants that it has delivered to CryoLife, prior to the execution of this Agreement, SMI’s current sales information for the 2009 calendar year and the first two calendar quarters of 2010 for Products in the Territory and that such information is true, correct and complete. 3.7.3 The Minimum Annual Purchase Requirements may be reduced by CryoLife in any given period to the extent of any prior purchase by CryoLife in excess of the Minimum Annual Purchase Requirements for any and all preceding periods. The failure of CryoLife to meet any Minimum Annual Purchase Requirements because of any of the following reasons shall not cause CryoLife to be in default of this Agreement: Product returns in accordance with the terms of this Agreement, breach of this Agreement by SMI, failure to timely deliver Products by SMI, delay in obtaining Regulatory Approval based on the timelines set forth on Schedule 5.1 which assumes full cooperation of the CryoLife designated distributor when such distributor is the regulatory applicant, supply interruption by SMI, force majeure, or any Field Action that is not the result of CryoLife’s negligent acts or omissions.