Purchase Minimums Sample Clauses

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.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Purchase Minimums. During each Contract Year or portion thereof detailed below, the Purchaser shall purchase at least the below-listed quantity of Products (for each period, the “Minimum Purchase Obligation”): Contract Year Minimum Purchase Obligation First Contract Year [***] [***] Product units ([***] grams) Second Contract Year [***] [***] Product units ([***] grams) Third Contract Year [***] [***] Product units ([***] grams) Fourth Contract Year [***] [***] Product units ([***] grams) Fifth Contract Year [***] [***] Product units ([***] grams) If, in any Contract Year, Purchaser fails to purchase the Minimum Purchase Obligation, then Purchaser shall either (i) pay to Seller an amount equal to the difference between the Minimum Purchase Obligation and the actual amount of Product sold; or (ii) within 30 days after the Contract Year in which the Minimum Purchase Obligation is not met, issue a PO to Seller for the difference or shortfall, provided, however, that such amount shall not count toward the subsequent year’s Minimum Purchase Obligation. If Purchaser fails to pay this amount to Seller or issue a PO as described above, Seller may (i) offset any amounts owed to Seller or its affiliates by Purchaser; or (ii) increase the purchase price for the Products in addition to any purchase price increase authorized by Section 2.B, to reflect a lower volume of Product purchases by Purchaser, which increase shall be effective as of the first day of the Contract Year after the Contract Year in which Purchaser fails to achieve the Minimum Purchase Obligation.
Sample 1Sample 2
Purchase Minimums. The minimum purchase commitment for the first Calendar Year of commercial sale shall be two hundred (200) Analyzers. For each subsequent Calendar Year, the Parties will mutually agree upon annual minimums for the purchase of Analyzers by Heska at least three (3) months prior to the beginning of each subsequent Calendar Year. Should the Parties fail to reach such an agreement, the minimum commitment for the subsequent Calendar Year shall remain the same as the minimum purchase commitment for the immediately preceding Calendar Year. Should Boule fail to deliver Product that conforms to the Specifications set forth in Appendix B within 90 days of receiving a purchase order more than once per Calendar Year, Boule agrees to readjust the minimum purchasing commitment as mutually agreeable to the Parties.
Sample 1Sample 2
Purchase Minimums. Heska’s minimum purchase commitment under the Distribution Agreement for Calendar Year 2005 shall be [***] Analyzers. Boule and Heska acknowledge and agree that Heska’s current non-binding forecast for Calendar Year 2005 is [***] Analyzers and that [***] Analyzers have been received by Heska thus far during Calendar Year 2005.
Sample 1
Purchase Minimums. (a) The parties agree that Section 4 of the Exclusivity Agreement is hereby deleted in its entirety and replaced with the following: “GEMS-IT has no minimum purchase commitments with respect to the sale of OEM Products, Supplies and Accessories or the Other Defibrillator, Supplies and Accessories into the hospital market in the United States and Canada.”
Sample 1
Purchase Minimums. Distributor hereby commits to Supplier to achieve, at a minimum, the purchase targets set forth on Exhibit C hereto during the Term (“Purchase Minimum”), and the Total Value of orders for each year listed therein (the “Order Value”). If Distributor fails to achieve the Purchase Minimum and/or the Order Value in any given period specified in Exhibit C hereto, Supplier may, at its own discretion terminate this Agreement in accordance with Section 9.1 below. Supplier shall notify Distributor if such appointment is made. Said appointment shall not derogate from the terms of this Agreement and all other terms of this Agreement shall remain in effect Mutatis Mutandis.
Sample 1
Purchase Minimums. Zus agrees to purchase a minimum of 3,960,000 units in the first year, 14,160,000 units in the second year and 17,808,000 annually in all subsequent years according to the following table: MONTH OPTION MINIMUM/MO ROYALTY/UNIT UNITS MIN/MO COST/UNIT August 2010 $255,000 NA $0.25 NA September 0 NA $0.25 NA October 0 NA $0.25 NA November 0 NA $0.25 NA December NA $80,000 $0.25 320,000 $0.50 January NA $80,000 $0.25 320,000 $0.50 February NA $80,000 $0.25 320,000 $0.50 March NA $150,000 $0.25 600,000 $0.40 April-July 2011 NA $150,000 $0.25 600,000 $0.40 August 2011- July 2012 NA $295,000 $0.25 1,180,000 $0.40 August 2012 & after NA $371,000 $0.25 1,484,000 $0.40 During the 30-day due diligence period, Zus and HEPI will negotiate, in good faith, monthly and annual minimums, based on market potential and manufacturing capacities, for years three and after (the negotiated minimums will not be less than 17,808,000 annually nor more than 53,424,000 units annually). However, if Zus and HEPI are unable to agree to higher minimums during the 30-day due diligence period the minimums will be 17,808,000.
Sample 1
AutoNDA by SimpleDocs
Purchase Minimums. If in any Calendar Year NEOSAN fails to satisfy the Purchase Minimum, then Lilly may terminate this Manufacturing Agreement in its entirety upon sixty (60) days prior written notice to NEOSAN.
Sample 1
Purchase Minimums 
Sample 1

Related to Purchase Minimums

  • Minimum Purchase Requirements Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

  • Minimum Purchase Broker-Dealer shall not sell fewer than $5,000 in Notes to any purchaser without the prior written consent of Issuer.

  • Xxxxx Purchases The Company acknowledges and agrees that Xxxxx has informed the Company that Xxxxx may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Xxxxx may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by Xxxxx.

  • Minimum Sales 4.1 The minimum volume of sales of the Products that CSR commits to use its best efforts to achieve in the Territory on an annual basis in the first Agreement Year is 60,000 gallons (avg. 5,000 gallons per month). RCAI will review the annual volumes of sales of the Products prior to the beginning of any successive term during which this Agreement may continue and RCAI may change and adjust such minimums as it, in its sole judgment, sees fit.

  • Minimum Orders Client may order Manufacturing Services for batches of Products only in multiples of the Minimum Order Quantities as set out in Schedule B to a Product Agreement.

  • Minimum Payments If the Executive’s Termination Date occurs during the Agreement Term for any reason, the Executive shall be entitled to the following payments, in addition to any payments or benefits to which the Executive may be entitled under the following provisions of this Section 5 (other than this paragraph 5(a)) or the express terms of any employee benefit plan or as required by law:

  • Minimum Requirements With respect to the Notes, the Issuers shall not have any obligations with respect to any underwriters or underwritten offering except a single underwritten offering of $270 million or more of Registrable Securities.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • MINIMUM CESSION The minimum amount of reinsurance per cession that THE REINSURER will accept is shown in Schedule A.

  • Payment Requirements All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement or any other Transaction Document shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately available funds, and if not received before 11:00 a.m. (Chicago time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to (i) Agent, they shall be paid to Agent for its own account, in accordance with the applicable instructions set forth on Schedule C and (ii) any Purchaser Agent or Purchaser, they shall be paid to the Purchaser Agent for such Person’s Purchaser Group, for the account of such Person, in accordance with the applicable instructions set forth on Schedule C, in each case until otherwise notified by Agent or the related Purchaser Agent, as applicable (each instruction set forth in clauses (i) and (ii) being a “Payment Instruction”). Upon notice to Seller, Agent (on behalf of itself and/or any Purchaser) may debit the Facility Account for all amounts due and payable hereunder. All computations of Financial Institution Yield, per annum fees or discount calculated as part of any CP Costs, per annum fees hereunder and per annum fees under any Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder or under any other Transaction Document shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

Time is Money Join Law Insider Premium to draft better contracts faster.