Common use of Annual Minimum Purchases Clause in Contracts

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.

Annual Minimum Purchases. On or about June 1st of each year during the Term of 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 parties shall begin to negotiate in good faith to establish a Term, Merchandise with the minimum quantity of Product to be purchased by NuVim during Net Sales amount set forth below (the next calendar year (“Minimum Purchase Requirement”) and agree on production and supply plans for the next calendar year. Notwithstanding the foregoing, 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 CY 2004 will be NuVim’s actual purchases and for CY 2005 and CY 2006 each Contract Year of the first Renewal Term shall be equal to the volume forecast for these years as stated 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 a prospectus no event shall the amount used in any Contract Year to be prepared for an initial public offering of NuVim stock which calculate 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 Annual Minimum Purchase Requirement for CY2005 shall be, respectively, twelve (12) metric tons. For the years CY 2007 through 2010 (and Requirements for the year 2006first Renewal Term be less than $75 million. Furthermore, if 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 volume forecast is stated event shall the amount used in any Contract Year to calculate the prospectus prepared Annual Minimum Purchase Requirements for the IPO)successive Renewal Term be less than $75 million. Furthermore, if no agreement is reached on a the Annual Minimum Purchase Requirement by September 1st Requirements for each Contract Year of the preceding year, then the Minimum Purchase Requirement for each such annual period for each Product second Renewal Term shall be the greater of (i) NuVim’s actual purchases hereunder during the prior calendar year or (ii) 115not exceed 120% of the Minimum Purchase Requirement amount for the last Renewal Term. Any order placed by MMG and cancelled prior calendar year. For each year after CY 2010, if no agreement is reached on a Minimum Purchase Requirement to the cancellation date specified in the applicable purchase order shall reduce the amount ordered 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 MMG for the prior calendar yearperiod during which the order was placed. For each calendar year in which NuVim fails to purchase its Minimum Purchase Requirement, NuVim shall pay to SMBI a sum equal to No such reduction will be effected if MMG cancels an order after 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 SMBIspecified cancellation date.

Annual Minimum Purchases. On or about June 1st of each year during the Term of 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, FMG shall order, during each Contract Year of the parties shall begin to negotiate in good faith to establish a Term, Merchandise with the minimum quantity of Product to be purchased by NuVim during values (based on the next calendar year purchase price payable for such Merchandise) set forth below (“Minimum Purchase Requirement”) and agree on production and supply plans for the next calendar year. Notwithstanding the foregoing, the "ANNUAL MINIMUM PURCHASE REQUIREMENTS"): Contract Year 5 Contract Contract Contract Contract through Year 1 Year 2 Year 3 Year 4 Year 10 ----------- ----------- ----------- ----------- ----------- $29 million $40 million $61 million $84 million $94 million The Annual Minimum Purchase Requirements for CY 2004 will be NuVim’s actual purchases and for CY 2005 and CY 2006 each Contract Year of the first Renewal Term shall be equal to the volume forecast for these years as stated average of the total amounts of Ordered Merchandise during each of Contract Years six through ten of the Initial Term, provided that in a prospectus no event shall the amount used in any Contract Year to be prepared for an initial public offering of NuVim stock which calculate 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 Annual Minimum Purchase Requirement for CY2005 shall be, respectively, twelve (12) metric tons. For the years CY 2007 through 2010 (and Requirements for the year 2006first Renewal Term be less than $94 million. Furthermore, if the Annual Minimum Purchase Requirements for each Contract Year of the first Renewal Term shall not exceed $113 million. Similarly, the Annual Minimum Purchase Requirements for each successive Renewal Term shall be equal to the average of the total amounts paid by FMG for Ordered Merchandise during each of Contract Years six through ten of the previous Renewal Term, provided that in no volume forecast is stated event shall the amount used in any Contract Year to calculate the prospectus prepared Annual Minimum Purchase Requirements for the IPO)successive Renewal Term be less than $94 million. Furthermore, if no agreement is reached on a the Annual Minimum Purchase Requirement by September 1st Requirements for each Contract Year of the preceding year, then the Minimum Purchase Requirement for each such annual period for each Product second Renewal Term shall be the greater of (i) NuVim’s actual purchases hereunder during the prior calendar year or (ii) 115not exceed 120% of the Minimum Purchase Requirement amount for the last Renewal Term. Any order placed by FMG and cancelled prior calendar year. For each year after CY 2010, if no agreement is reached on a Minimum Purchase Requirement to the cancellation date specified in the applicable purchase order shall reduce the amount ordered 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 FMG for the prior calendar yearperiod during which the order was placed. For each calendar year in which NuVim fails to purchase its Minimum Purchase Requirement, NuVim shall pay to SMBI a sum equal to No such reduction will be effected if FMG cancels an order after 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 SMBIspecified cancellation date.

Annual Minimum Purchases. On or about June 1st of each year during the Term of 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, FMG shall order, during each Contract Year of the parties shall begin to negotiate in good faith to establish a Term, Merchandise with the minimum quantity of Product to be purchased by NuVim during values (based on the next calendar year purchase price payable for such Merchandise) set forth below (“Minimum Purchase Requirement”) and agree on production and supply plans for the next calendar year. Notwithstanding the foregoing, the "ANNUAL MINIMUM PURCHASE REQUIREMENTS"): Contract Contract Contact Contract Contract Year 5 Year 1 Year 2 Year 3 Year 4 through Year 10 ----------- ----------- ----------- ----------- --------------- $25 million $25 million $40 million $68 million $90 million The Annual Minimum Purchase Requirements for CY 2004 will be NuVim’s actual purchases and for CY 2005 and CY 2006 each Contract Year of the first Renewal Term shall be equal to the volume forecast for these years as stated average of the total amounts of Ordered Merchandise during each of Contract Years six through ten of the Initial Term, provided that in a prospectus no event shall the amount used in any Contract Year to be prepared for an initial public offering of NuVim stock which calculate 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 Annual Minimum Purchase Requirement for CY2005 shall be, respectively, twelve (12) metric tons. For the years CY 2007 through 2010 (and Requirements for the year 2006first Renewal Term be less than $90 million. Furthermore, if the Annual Minimum Purchase Requirements for each Contract Year of the first Renewal Term shall not exceed $108 million. Similarly, the Annual Minimum Purchase Requirements for each successive Renewal Term shall be equal to the average of the total amounts paid by FMG for Ordered Merchandise during each of Contract Years six through ten of the previous Renewal Term, provided that in no volume forecast is stated event shall the amount used in any Contract Year to calculate the prospectus prepared Annual Minimum Purchase Requirements for the IPO)successive Renewal Term be less than $90 million. Furthermore, if no agreement is reached on a the Annual Minimum Purchase Requirement by September 1st Requirements for each Contract Year of the preceding year, then the Minimum Purchase Requirement for each such annual period for each Product second Renewal Term shall be the greater of (i) NuVim’s actual purchases hereunder during the prior calendar year or (ii) 115not exceed 120% of the Minimum Purchase Requirement amount for the last Renewal Term. Any order placed by FMG and cancelled prior calendar year. For each year after CY 2010, if no agreement is reached on a Minimum Purchase Requirement to the cancellation date specified in the applicable purchase order shall reduce the amount ordered 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 FMG for the prior calendar yearperiod during which the order was placed. For each calendar year in which NuVim fails to purchase its Minimum Purchase Requirement, NuVim shall pay to SMBI a sum equal to No such reduction will be effected if FMG cancels an order after 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 SMBIspecified cancellation date."