Significant Selling Price Decrease Sample Clauses

Significant Selling Price Decrease. If Distributor’s selling price of Products to its Third Party customers during any *** (***) *** period decreases to less than ***% of the Supply Price for the Products sold, then Distributor or Manufacturer may provide written notice (the “Supply Notice”) to the other party of such occurrence and, if Distributor is the initiating party, then such notice shall include a calculation of the Supply Price for each SKU that would have been necessary to avoid such occurrence. If Distributor and Manufacturer fail to negotiate a new Supply Price and other terms, including economic terms, acceptable to both Parties within *** (***) days after delivery of the Supply Notice, either Party shall have the right to terminate this Agreement immediately upon written notice delivered within *** (***) days after such *** (***) day period; provided however, that Distributor shall not have a termination right under this Section 10.3(b) if prior to the expiration of such *** (***) day period Manufacturer notifies Distributor that it is reducing the Supply Price for future deliveries of the Products to the amount specified for each SKU in Distributor’s Supply Notice to Manufacturer under this Section 10.3(b), or reducing the Supply Price of the Products in a different manner that also would have achieved a selling price of at least ***% of the Supply Price during the *** (***) day period referenced above. For purposes of this Section 10.3(b), the Supply Price of the Products sold by Distributor and Distributor’s selling price of those Products shall both be determined on a *** basis for the various ***, and on an *** basis, and not on a *** by *** basis.