Annual Minimum Purchases Sample Clauses

Annual Minimum Purchases. On or about June 1st of each year during the Term of this Agreement, the parties shall begin to negotiate in good faith to establish a minimum quantity of Product to be purchased by NuVim during the next calendar year (“Minimum Purchase Requirement”) and agree on production and supply plans for the next calendar year. Notwithstanding the foregoing, the Minimum Purchase Requirements for CY 2004 will be NuVim’s actual purchases and for CY 2005 and CY 2006 shall be the volume forecast for these years as stated in a prospectus to be prepared for an initial public offering of NuVim stock which the company plans to make prior to December 31, 2004 (the “IPO”). In the event that NuVim does not make the IPO prior to March 31, 2005, then the Minimum Purchase Requirement for CY2005 shall be, respectively, twelve (12) metric tons. For the years CY 2007 through 2010 (and for the year 2006, if no volume forecast is stated in the prospectus prepared for the IPO), if no agreement is reached on a Minimum Purchase Requirement by September 1st of the preceding year, then the Minimum Purchase Requirement for each such annual period for each Product shall be the greater of (i) NuVim’s actual purchases hereunder during the prior calendar year or (ii) 115% of the Minimum Purchase Requirement for the prior calendar year. For each year after CY 2010, if no agreement is reached on a Minimum Purchase Requirement by September 1st of the preceding year, then the Minimum Purchase Requirement for each such annual period for each Product shall be the greater of (i) the actual purchases by NuVim during the prior calendar year or (ii) the Minimum Purchase Requirement for the prior calendar year. For each calendar year in which NuVim fails to purchase its Minimum Purchase Requirement, NuVim shall pay to SMBI a sum equal to the contract price for the short fall amount of Product not purchased. If NuVim fails to purchase in any two consecutive years the applicable Minimum Purchase Requirement, regardless of whether NuVim has fulfilled its make-up payment obligation under the preceding sentence, then SMBI agrees to negotiate in good faith a non-exclusive supply agreement on terms and conditions similar to those offered other customers of SMBI.
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Annual Minimum Purchases. In order to preserve its rights under this Agreement, including its rights to exclusivity as set forth in Section 2.2 and its right of first refusal as set forth in Section 2.3, MMG shall order, during each Contract Year of the Term, Merchandise with the minimum Net Sales amount set forth below (the "ANNUAL MINIMUM PURCHASE REQUIREMENTS"): CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT CONTRACT YEARS 6 YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 THROUGH 10 ----------- ----------- ----------- ----------- ----------- ----------- $25 million $25 million $40 million $50 million $65 million $75 million The Annual Minimum Purchase Requirements for each Contract Year of the first Renewal Term shall be equal to the average of the total Net Sales amounts of Ordered Merchandise during each of Contract Years six through ten of the Initial Term, provided that in no event shall the amount used in any Contract Year to calculate the Annual Minimum Purchase Requirements for the first Renewal Term be less than $75 million. Furthermore, the Annual Minimum Purchase Requirements for each Contract Year of the first Renewal Term shall not exceed $90 million. Similarly, the Annual Minimum Purchase Requirements for each successive Renewal Term shall be equal to the average of the total Net Sales amounts of Ordered Merchandise paid for by MMG during each of Contract Years six through ten of the previous Renewal Term, provided that in no event shall the amount used in any Contract Year to calculate the Annual Minimum Purchase Requirements for the successive Renewal Term be less than $75 million. Furthermore, the Annual Minimum Purchase Requirements for each Contract Year of the second Renewal Term shall not exceed 120% of the amount for the last Renewal Term. Any order placed by MMG and cancelled prior to the cancellation date specified in the applicable purchase order shall reduce the amount ordered by MMG for the period during which the order was placed. No such reduction will be effected if MMG cancels an order after the specified cancellation date.
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Annual Minimum Purchases. KeHE's exclusive distribution rights as set forth in Section I above are conditional upon KeHE committing to the Annual Minimum Purchases calculated as of the respective anniversary of the Initial Term Commencement Date (as that term is defined in Section XVII hereof): First Anniversary: $ 375,000 Second Anniversary: $ 937,500 Third Anniversary: $ 1,500,000 If KeHE fails to meet any of the annual minimums sales set forth above, Artisanal, at its sole option and sole remedy, shall have the right to terminate this Agreement pursuant to Section XVII hereof. Artisanal's election not to terminate immediately shall not be deemed a waiver of its right to do so at a later date unless such waiver is in writing and signed by Artisanal. Notwithstanding the foregoing, Artisanal agrees and understands that KeHE does not warrant or guarantee to meet any minimum purchases, and further agrees that KeHE’s ability to make such minimum purchases depends on many factors beyond KeHE’s control.
Sample 1
Annual Minimum Purchases. (a) During the Term of this Agreement, for each period between April 1st of a calendar year and March 31st of the ensuing calendar year (“Reference Period”), Purchaser shall purchase from Supplier a minimum of full Batches of the following Product at the prices set forth in Schedule “C” hereto (collectively “Annual Minimum Purchase”): Product Name Code EGRIFTA TESAMORELIN INJ. 2mg/vial 1.4 mg 30000002175 Subject to Section 4.3(a), if Purchaser fails to purchase the Annual Minimum Purchase from Supplier during the Reference Period, Purchaser shall pay to Supplier within thirty (30) days of the end of such Reference Period a penalty payment equal . The penalty payment shall not be reduced in any way if the Failure to Supply is caused by Purchaser, including, among others, delays in delivery by Purchaser of any Materials to be provided by Purchaser or by Designated Suppliers or services or approval or changes requested by Purchaser to be provided pursuant to this Agreement. However, if the Failure to Supply is caused by Supplier’s fault or negligence, the penalty payment for the applicable Reference Period shall be reduced by the number and value of Batches of Product that Supplier failed to supply.
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Annual Minimum Purchases. Section 3.2 (“Annual Minimum Purchases”) is eliminated and replaced in its entirety by the following:
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Annual Minimum Purchases. (a) Calendar Year 2019 and 2020. For each of the Calendar Years 2019 and 2020, Purchaser shall purchase from Supplier a minimum of full Batches of the following Product at the prices set forth in Schedule “C” hereto for the Calendar Year 2020: Product Name Code EGRIFTA TESAMORELIN INJ. 2mg/vial 1.4 mg 30000002175 Subject to Section 4.3(a), if Purchaser fails to purchase the Annual Minimum Purchase from Supplier in either applicable Calendar Year, Purchaser shall pay to Supplier within thirty (30) days of the end of such Calendar Year a penalty payment equal . The penalty payment shall not be reduced in any way if the Failure to Supply is caused by Purchaser, including, among others, delays in delivery by Purchaser of any Materials to be provided by Purchaser or by Designated Suppliers or services or approval or changes requested by Purchaser to be provided pursuant to this Agreement. However, if the Failure to Supply is caused by Supplier’s fault or negligence, the Annual Minimum Purchases and the penalty payment for the current Calendar Year shall be reduced by the number and value of Batches of Product that Supplier failed to supply.
Sample 1
Annual Minimum Purchases. Contract Year Annual Minimum Purchase (in capsules) 1 [***] converted into Units; equivalent to [***] of Baseline Forecast 2 [***] converted into Units; equivalent to [***] of Baseline Forecast 3 [***] converted into Units; equivalent to [***] of Baseline Forecast 4 [***] converted into Units; equivalent to [***] of Baseline Forecast 5 [***] converted into Units; equivalent to [***] of Baseline Forecast ​ ​
Sample 1
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Annual Minimum Purchases 
Sample 1

Related to Annual Minimum Purchases

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

  • 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.

  • 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 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:

  • 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.

  • CONTRACT YEAR The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries.

  • Minimum Annual Royalties Company shall pay to JHU minimum annual royalties as set forth in Exhibit A. These minimum annual royalties shall be due, without invoice from JHU, within thirty (30) days of each anniversary of the EFFECTIVE DATE beginning with the first anniversary. Running royalties and sublicense consideration accrued under Paragraphs 3.3 and 3.4, respectively, and paid to JHU during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the minimum annual royalties due on that anniversary date.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Minimum Annual Royalty During the TERM of this SUB-LICENSE, ADAPTIMMUNE shall pay to LTC a non-refundable minimum annual royalty (“MINIMUM ANNUAL ROYALTY”) of: (a) *** dollars ($***) for each full or partial calendar year during which there is no APPROVAL OBTAINED for any LICENSED T CELL PRODUCT, and (b) for the first full calendar year following the date that there is APPROVAL OBTAINED and thereafter, a non-refundable MINIMUM ANNUAL ROYALTY that is equal to fifty percent (50%) of ADAPTIMMUNE’s earned running royalties for the sale by ADAPTIMMUNE and its AFFILIATES of such LICENSED T CELL PRODUCTS in the previous calendar year. The MINIMUM ANNUAL ROYALTY will be fully-creditable against running royalties due and payable by ADAPTIMMUNE and its AFFILIATES on account of running royalties under Section 4.3 for the applicable calendar year for which such MINIMUM ANNUAL ROYALTY relates, but shall not be creditable against any MILESTONE PAYMENTS (defined at Section 4.4) made at any time. Any difference between the MINIMUM ANNUAL ROYALTY due for a particular calendar year, and the running royalties due and payable for such calendar year, will be paid along with the royalty payment and royalty report due for the fourth (4th) quarter of each calendar year (e.g. within forty-five (45) days of each December 31) in accordance with Section 4.6. For clarification purposes, MINIMUM ANNUAL ROYALTIES are not refundable in whole or in part.

  • 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.

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