Annual Purchases Clause Samples

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Annual Purchases. Customer’s minimum annual Net Purchase (total purchases less returns, credits, rebates, late payment fees and similar items) volume during Year 1 is $[*]. Year 1 is from the Effective Date to April 30, 2007. Subsequent contract years are the following twelve (12) month periods. Customer’s Net Purchases during subsequent years are projected to increase at a rate of [*]% per year during each year of the Term. Customer’s aggregate Net Purchase volume over the life of this Agreement will be no less than $[*]. Additionally, total monthly PRxO Generics Net Purchases from all Facilities will be at least [*]% of total Rx purchases from all Facilities. Total monthly Home Health Care Net Purchases from all Facilities will be at least [*]% of total Net Purchases from all Facilities. Total monthly Private Label Net Purchases from all Facilities will be at least [*]% of total Net Purchases from all Facilities. Calculations are quarterly, with no carryover from one quarter to the next.
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Annual Purchases. Subject to Section 5(c), to the extent Participant then remains a director of the Company or an employee of the Company or any Affiliate (and subject to any limitations contained in the Regulatory Agreement, effective as of July 1, 2016, by and among the Company, the Rhode Island Department of Business Regulation, the Division of Lotteries of the Rhode Island Department of Revenue, Twin River Management Group, Inc., UTGR, Inc., and Premier Entertainment II, LLC (the “Regulatory Agreement”) or the Company’s financing agreements), during April of any year (an “April Put Period”) or October of any year (an “October Put Period”), at the request of Participant, the Company will purchase up to the number of shares of Common Stock that were settled pursuant to Section 4 (excluding any shares of Common Stock cancelled, withheld or returned to satisfy tax withholding or similar obligations) in connection with a Performance Period that ended at least three years prior to the beginning of the applicable April Put Period or October Put Period for Fair Market Value; provided in any event that such shares of Common Stock were not previously purchased pursuant to this Section 5.
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Annual Purchases. Customer's minimum annual Net Purchase (total purchases less returns, credits, rebates, late payment fees and similar items) volume during Year 1 is ****** . Year 1 is from the Effective Date to February 28, 2007. Subsequent contract years are the following twelve (12) month periods. Customer's Net Purchases during subsequent years are projected to increase at a rate of ***% per year during each year of the Term. Customer's aggregate Net Purchase volume over the life of this Agreement will be no less than .In addition, Credit limit is set at $****** per pay period(semi-monthly)for first six months of agreement .ABC will review credit after first six months of agreement or sooner as conditions permit. Additionally, total monthly PRxO Generics Net Purchases from all Facilities will be at least ****% of total Rx purchases from all Facilities. Calculations are quarterly, with no carryover from one quarter to the next.
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Annual Purchases. Customer’s minimum annual Net Purchase (total purchases less returns, credits, rebates, late payment fees and similar items) volume during Year 1 is *. Year 1 is the period from the Effective Date until July 31, 2008 and, with respect to the subsequent years, a Year is the following twelve (12) month periods. Customer’s Net Purchases are projected to increase at a rate of * per Year during each Year of the Term. *.
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Annual Purchases. Customer must comply with (i) Primary Vendor obligations under Section 1 of the Agreement, with Net Purchases [*****] during each Contract Year, and (ii) minimum Net Purchases of PRxO Generics under Paragraph 1(A)(4) of this Exhibit 1. "Net Purchases" during a period means total purchases less returns, credits, rebates, late payment fees and similar items, with no carryover from one period to the next and with any minimums prorated for any partial period, including Contract Year 1. Contract Year 1 is from the Effective Date until August 31, 2010. Subsequent Contract Years are the following 12 calendar-month periods. Customer's Net Purchases during subsequent Contract Years are projected (but not obligated) to increase at a rate of [*****] per Contract Year.
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Annual Purchases. (A) Subject to Section 3(c)(i)(E) hereof, to the extent the Participant then remains a director of the Company or an employee of the Company or any Affiliate (and subject to any limitations contained in the Regulatory Agreement or the Company's financing agreements), during April of 2016 (the “First 2016 Put Period”) or November of 2016 (the “Second 2016 Put Period”), at the request of the Participant, the Company will (x) purchase up to 1/3 of the Shares subject to this Option (to the extent such Shares were previously issued to the Participant in respect of this Option) for Fair Market Value as determined by the Committee and the Participant in good faith or (y) in lieu of the Participant's rights under Section 3(b) hereof, cancel up to 1/3 of the Option (to the extent the applicable portion of the Option is then exercisable in accordance with Section 3(a)) for Fair Market Value (less the applicable Option Price) as determined by the Committee and the Participant in good faith; provided in any event that such Shares or portion of the Option subject to purchase or cancellation pursuant to this Section 3(c)(i)(A) were not previously purchased or cancelled pursuant to this Section 3(c). (B) Subject to Section 3(c)(i)(E) hereof, to the extent the Participant then remains a director of the Company or an employee of the Company or any Affiliate (and subject to any limitations contained in the Regulatory Agreement or the Company's financing agreements), during April of 2017 (the “First 2017 Put Period”) or November of 2017 (the “Second 2017 Put Period”), at the request of the Participant, the Company will (x) purchase up to 1/3 of the Shares subject to this Option (to the extent such Shares were previously issued to the Participant in respect of this Option) for Fair Market Value as determined by the Committee and the Participant in good faith or (y) in lieu of the Participant's rights under Section 3(b) hereof, cancel up to 1/3 of the Option (to the extent the applicable portion of the Option is then exercisable in accordance with Section 3(a)) for Fair Market Value (less the applicable Option Price) as determined by the Committee and the Participant in good faith; provided in any event that such Shares or portion of the Option subject to purchase or cancellation pursuant to this Section 3(c)(i)(B) were not previously purchased or cancelled pursuant to this Section 3(c). The number of Shares or the portion of the Option subject to purchase or cancellation purs...
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Annual Purchases. Customer’s minimum annual Net Purchase (total purchases less returns, credits, rebates, late payment fees and similar items) volume during Year 1 is $1 billion. Year 1 is the period from the Effective Date until the end of the period that includes twelve (12) full calendar months and, with respect to the subsequent years, a Year is the following twelve (12) month periods. Customer’s Net Purchases are projected to increase at a rate of * per Year during each Year of the Term. Additionally, Customer’s total PRxO Generics and Source Generics Net Purchases (combined from all Facilities) for a quarter will be at least * of Customer’s total Rx purchases for such quarter. Calculations are quarterly, with no carryover from one quarter to the next.
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Annual Purchases. Beginning either with the calendar year following FDA approval to market the HT or with the calendar year following any consecutive three (3) month period during which IDT uses the HT in 375 hyperthermia procedures whichever is earlier ("Minimum Year"), IDT agrees to purchase the annual minimum number of HTs and HT Treatment Kits each Minimum Year as set forth below that, when multiplied by the Machine Price and Disposables Price for that Minimum Year, will produce an annual minimum sum ("Annual Minimum"). Once determined, the Annual Minimum can be attained by the purchase of a mixture of HTs and HT Treatment Kits during the Minimum Year: UNIT PROJECTIONS Minimum Year HTs HT Treatment Kits ----------------------------------------------------------- 1 25 1,500 2 50 5,500 3 100 13,500 4 125 25,000 5 + each year 150 39,000 thereafter
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Annual Purchases. Customer’s minimum annual Net Purchase volume (total purchases less returns, credits, rebates, late payment fees and similar items) during Year 1 is $525,000,000. Year 1 is from the Effective Date through January 31, 2013. Subsequent contract Years are the following 12-month periods. Customer’s Net Purchases during the Term are projected to increase at a rate of 15.00% per year during each Year. In addition, Customer’s aggregate Net Purchases over the Term will be at least $3,539,750,156. Calculations are quarterly, with no carryover from one period to the next.
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Related to Annual Purchases

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Initial Purchase On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to ▇▇▇▇, without recourse: (i) all right, title and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment; (vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vii) above is referred to herein collectively as the “Initial Purchased Property.”

  • Initial Purchase Price (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

  • Offering by Initial Purchasers (a) Each Initial Purchaser acknowledges that the Securities, the Debentures and the Common Shares issuable upon conversion of Securities or the Debentures have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until one year after the later of the commencement of the offering and the date of closing of the offering except: (A) to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Act) or (B) in accordance with Rule 903 of Regulation S; (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; (iv) any information provided by the Initial Purchasers to publishers of publicly available databases about the terms of the Securities shall include a statement that the Securities have not been registered under the Act and are subject to restrictions under Rule 144A under the Act and Regulation S; (v) it will not engage in hedging transactions with regard to the Securities prior to the expiration of the distribution compliance period as (defined in Regulation S), unless in compliance with the Act; (vi) neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; (vii) it has not entered and will not enter into any contractual arrangement with any distributor (within the meaning of Regulation S) with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company; (viii) it and they have complied and will comply with the offering restrictions requirement of Regulation S; (ix) at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period (within the meaning of Regulation S) a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until one year after the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Additional restrictions on the offer and sale of the Securities and the Common Shares issuable upon conversion thereof are described in the offering memorandum for the Securities. Terms used in this paragraph have the meanings given to them by Regulation S.” (x) it acknowledges that additional restrictions on the offer and sale of the Securities, the Debentures and the Common Shares issuable upon conversion of the Securities or the Debentures are described in the Final Memorandum; (xi) it has not offered or sold and, prior to the date six months after the date of issuance of the Securities, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (xii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; (xiii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Securities, in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (xiv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D).

  • Optional Purchase (a) On any Distribution Date on which the sum of the Class A Note Balance plus the Class B Note Balance plus the Class C Note Balance has been or will, after giving effect to the application of Available Funds on such Distribution Date, be less than or equal to 10% of the sum of the initial Class A Note Balance plus the initial Class B Note Balance plus the initial Class C Note Balance, the Servicer shall have the option, upon no less than twenty (20) days prior written notice prior (or such lesser number of days permissible by the Clearing Agency and reasonably acceptable to the Indenture Trustee) to the related Distribution Date to the Issuer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee and the Rating Agencies, to reacquire the Trust Property, other than the Trust Accounts. The Indenture Trustee shall provide notice of the Optional Purchase to the Noteholders within 5 Business Days of its receipt of the Servicer’s notice. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other property held by the Trust (other than the Trust Accounts), plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Issuer are sufficient to pay the full amount of principal and interest due and payable on each class of the Notes, and all amounts due and payable to the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee under the Basic Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Trust (other than the Trust Accounts). (b) Notice of any termination of the Trust shall be given by the Servicer to the Board of Trustees, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Certificate Registrar and the Rating Agencies as soon as practicable after the Servicer has received notice of the occurrence of an event of termination under Section 9.1(a) of the Trust Agreement.