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.
Sample 1See All (4)
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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”): 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.
Sample 1
Annual Minimum Purchases. Section 3.2 (“Annual Minimum Purchases”) is eliminated and replaced in its entirety by the following:
Sample 1
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: 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
Annual Minimum Purchases 
Sample 1
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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.

  • Annual maximums State Dental Plan coverage is subject to a one thousand dollar ($1,000) annual maximum benefit payable (excluding orthodontia) per person. "Annual" means per insurance year.

  • Minimum Payments (a) Where the employee is under 45 years of age, the employer shall pay the employee Less than 1 year Nil 1 year and less than 2 years 4 weeks pay 2 years and less than 3 years 7 weeks pay 3 years and less than 4 years 10 weeks pay 4 years and less than 5 years 12 weeks pay 5 years and less than 6 years 14 weeks pay 6 years and over 16 weeks pay. (b) Where the employee is 45 years of age or over, the employer shall pay the employee in accordance with the following scale: Less than 1 year Nil 1 year and less than 2 years 5 weeks pay 2 years and less than 3 years 8.75 weeks pay 3 years and less than 4 years 12.5 weeks pay 4 years and less than 5 years 15 weeks pay 5 years and less than 6 years 17.5 weeks pay 6 years and over 20 weeks pay

  • 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. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Contract Year A twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.

  • Minimum Payment (a) Overtime worked on a Saturday or Sunday will be paid for at the rate of double Ordinary Rates. Employees required to work on a Saturday or Sunday will be afforded a minimum 4 hours work, or be paid as if for 4 hours at the aforementioned overtime rates.

  • 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 Beginning in the calendar year after the first occurrence of SALEs, and in each succeeding calendar year thereafter, LICENSEE will pay to REGENTS a minimum annual royalty of [Written amount] U.S. Dollars ($ Number) for the life of this AGREEMENT. This minimum annual royalty will be paid to REGENTS by February 28 of each year and will be credited against the earned royalty due and owing for the calendar year in which the minimum payment is made.

  • 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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